COOP News (ehemals: Wamu /WMIH)

kleine schlange du

;-)

Na ja, die Dinge die Du ansprichst, (Warum hat Rosen erst ne Klage (32 Mrd Assetts...8 Mrd liabilities eingereicht...und dann kommentarlos zurueck gezogen, der 30 Mrd Umschlag von Nelson...3.1a Liste usw) stehen ja (leider) ,durch das GSA  und den bestaetigten POR nicht mehr zur Debatte. Wenn Ich mich recht erinnere, hat El Juez (das soll unser Ex EC Mitglied und jetziges Mitglied unseres Lit Sub Comittee, Richter Southard sein), mal gepostet , das die Anforderungen fuer „fair und reasonable“ sehr gering sind. Dann schwirrt mir noch im Kopf rum, das irgendwo mal, mit bezugnehmendem Link, gepostet wurde, das auf die legendaere 3.1a Liste verzichtet werden kann, wenn der Treuhaender der Meinung ist, das ein erstellen einer solchen Liste zu teuer kaeme, und die WMI sowieso hoffnungslos insolvent waere. Das war zu ner Zeit, als u.a der boese Martha Claim noch milliardenschwer ueber uns hing.  
Stay hat da , nach offizieller Faktenlage wohl leider recht....JPM ist raus aus der Sache. (Muss allerdings dazu sagen, das Ich hier und da auch noch davon Traeume , das im Hintergrund...haach ...lassen Wir das.

Das einzige das momentan noch aus der Vor Seizure Geschichte nicht geklaert ist, ist nun mal die GS Geschichte ( und da hoffen halt viele, da SG ja von einem Komplott spricht, das da u.a JPM  wieder mit ins Spiel kommt, vielleicht auch die Hedgies und Rating Agenturen, SEC ...aber das ist halt reine Spekulation. Begruendet oder unbegruendet....das muss jeder fuer sich selbst entscheiden) Streng nach Fakltenlage bleibt wohl nur striktes verneinen. Aber Wir sind hier bei WAMU......da gab es ja schon des oefteren  ueberraschende Wendungen. Ich persoenlich schliesse , klar..Wunschdenken spielt da schon ne Rolle, gar nichts 100 % aus.

Und dann ist da noch ne andere Vor Seizure Sache am koecheln. Wird bei der D und O Sache erwaehnt. Ganz grob da haben ein paar ehemalige Directoren einen Transfer von 500 Millionen von der WMI zur WMB durchgezogen. Ein paar Tage vor der Seizure. Haben der WMI also geschadet.Nun moechte der WMILT von den Versicherern ( Gesamtdeckungsumme 250 Millionen) davon was zurueck.  
Stay hat schon erwaehnt, das sich das zustaendige Gericht ( Superior Court Delaware) 90 Tage Zeit gegeben hat, darueber zu entscheiden ob die Klage zugelassen wird.

Golden parachute
Sehe das wie stay
Das ist ein kleiner Wink, das die Nichtsettler nicht mit zu hohen Erwartungen an die Sache rangehen.

lg

Na ist doch klar.. Faster bereitet sich auf die hv vor.. Gut so..

$ 8,00   Polytour
$ 3,86   ggonzo
$ 3,58   Frubi
$ 3.49   cyrus
$ 3,05   mrmelone
$ 2,87   Zukgab
$ 2,79   sos
$ 2,76   Stockiiiii
$ 2,74   Schladi 1
$ 2,70   copywrites
$ 2,67   Snowcat
$ 2,65   mcpomm
$ 2,64   Ernie0815
$ 2,51   FATMAMEN/MAPA
$ 2,34   Hatkeineahnung
$ 2,33   ranger100
$ 2,20   whiskyandcoke
$ 2,16   Biotechler
$ 2,15   chris0155
$ 2,07   DasSchweigen
$ 1,95   Kirry
$ 1,93   paketix
$ 1,91   Gadget9090
$ 1,86   Kesi
$ 1,86   dieterb
$ 1,82   Mr.Bigson
$ 1,79   Jerzy111222ss
$ 1,75   BVB
$ 1,64   roka1
$ 1,60   oso
$ 1,58   famherzig
$ 1,56   paradax
$ 1,50   hoffa
$ 1,48   Waldgeist
$ 1,34   langhaariger1
$ 1,30   tanni
$ 1,29   zocki55
$ 1,28   neverenough
$ 1,20   Orakel99
$ 1,07   Schwarzwälder
$ 1,07   odin10de
$ 0,74   pepiat16
$ 0,60   Kapboy
$ 0,58   WamuWolle
$ 0,55   Koma80

$ 2,10 = grober  Ø   N  U  R   der obigen Einzelwerte.

Berücksichtigt man die Stückzahlen und den Kurs (1,28 - 1,32 / $ : €) ergibt sich
n a t ü r l i c h  ein anderer Durchschnitt !

W e r  seinen Wert nachträglich hinzu fügen  w i l l , kann das jederzeit gerne tun.
Wessen Wert schon enthalten ist aber nicht mehr aktuell, kann dies gerne selbst abändern.

11239   The Transcriber has Requested a Standing Order for All Hearings in this Case for the Period May 6, 2013 to May 20, 2013 (No Image Available)   43 k

www.kccllc.net/documents/0812229/0812229130508000000000001.pdf

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Zitat WithCatz:
An analysis by JaySenese with postscript by El_Juez:


JaySense writes: (4/6/2013)

I'm as frustrated as anyone, but I honestly thought NOTHING would happen for 2 years. I wasn't even sure the stock would trade. I continue to believe, as I have said before, that today's stock price is a 'gift' to true longs.

Compare the upside to the downside. March 2012 we had $75MM and $5.7B in NOLs good for 30 years. March 2013, we had, what, $70MM and $5.7B in NOLs good for 29 years. Next year, if nothing happens? Maybe $65MM and NOLs good for 28 years. That's not a lot of downside risk. Upside is much much higher. {Jay subsequently notes that these numbers are from memory, as examples, not absolute numbers to be taken as spot-on, but used for making of his point.}

MW could have done many things wrong, but, to my mind, he hasn't.

1. We all know he lacks experience in this type of high level financial work. Almost the first thing he did was announce he had retained Blackstone to search out and research deals for us. GOOD MOVE!

2. He could have trotted out a quick deal, bought an abandoned steel plant or the shell of an insurance underwriter or whatever, just to make a point and show he can. He didn't. He has waited. I would have been a seller if something had happened too quickly. These deals take TIME.

3. He could have started gobbling up the seed money. He could have borrowed from the $125MM credit line without justification. He could have hired a PR staff and a secretary or whatever. He hasn't. We have, what, two full time employees and two part time employees? How much more prudent can he be with our money than that? The Board is taking their pay in WMIH shares, not cash. Very cool ...

4. He could have ignored shareholders, but he hasn't. READ the various filings: he is answering almost all of our questions in them. We have 8,034 shareholders. We have an upcoming shareholders meeting. Blackstone is still on our side. Everything we're thrown out there has been answered in one way or another.

5. Some shareholders wish we could learn ahead of time what his plans are. Thank God MW is not sharing his plans with us. That would demonstrate to everyone involved that he was unqualified to lead this company. Did you read about Dell? They approached 67 institutions, some public and some private, about buying some or all of the company. Not one of those companies spoke to the press afterwards and revealed that those discussions took place. These are private, quiet affairs. We are competing with dozens of other entities with deeper pockets than us. We must keep quiet.

6. Meanwhile, MW is also serving on the committee for the WMILT. That seems to be progressing just fine, and as expected. I didn't expect to see any money from my H's for at least two years, but I am beginning to think we'll see money before summer.

In summary, MW appears to be:

1. Patient
2. Methodical
3. Frugal
4. Hard Working

What more could you ask for from a freshman CEO and his company?


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

Postscript and commentary added by El Juez: (4/6/2013)

Great post with mature insights, Jay. I have zero inside knowledge as to WMIH's operations (since I never ask), but have every confidence in MW as an honorable man and a leader with the best intentions. Could add a few more descriptions to your already accurate list, based on my observations:

5. Objective
6. Modest
7. Motivated
8. Combat Veteran (with the scars to prove it)
9. Good Poker Player

Although Warren Buffet wasn't available, I believe we still are in good hands, even though we are necessarily still in the dark. Anybody who believes he is in it just for LTAB and BOD pay is way off the mark. He wants to win. Here's hoping he can pull it off.

For what it's worth, IMHO.

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

{Posted with permission - Catz...}

Zitatende
--------------------------------------------------
MfG.L:)

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Zitat vorhee:

Here's how to get all the shareholder pressure off MW and WMIH BOD's backs, all they need to do is deliver this statement,

"THERE IS ENOUGH MONEY TO PAY EVERYONE, BE PATIENT."

Unfortunately, to this day, the sad thing is no one can make this claim....
----------------------
Zitat vodkadejour:
"Here's how to get all the shareholder pressure off MW and WMIH BOD's backs"
I hate to tell you this vorhee, but I don't believe MW or the BOD feel any pressure from the shareholders. We are fairly powerless and I'm sure they know that. They have no reason to be concerned about what we think or say between us, and if slow growth is in store, it will be a long time if ever that they have need to be concerned. They ARE concerned with the hedgies, the IRS, the various legal teams involved, Blackstone, etc., but not the individual shareholders you can be sure. He/they feel zero heat or pressure from us I promise you.
--------------------
Zitat dmceng:
vd

Pure nonsense. The BOD is our representative and has a responsibility to protect and strive for our interests. In the case of WMIH, to the unknowing investor it appears they have done very little in the past year. I beg to differ. Based on all the concurrent activities around them and the nature of growing the company from scratch, I would say that they are basically on schedule to announce a business plan and issue filings in the near term to describe the direction the company will be taking. AIMHO.

Take Care
David
-----------------------
Zitat Large Green:
DMC, yes, I agree also and the claims will be finished soon now that there is going to be a Mediator. I would guess between July and December timeframe for a business plan accouncement.
-----------------------
Zitat rockie101:
Green...how come the dates seems to get pushed back more and more ?
----------------------
Zitat Large Green:
Rockie 101, unfortunately as this case has developed and redeveloped over a period of going on five years, one has to adjust any and everything one would have envisioned during a normal case. This is due to the massive fraud, corruption conflict of interest that seems to find no boundaries. Before this case started, if somebody would have told almost anybody what was going to happen, there would have been nobody that would have even said one was close, but rather posited them as some sort of lunatic with a warped mind and something of this magnitude could have never happened in this country.

My views and thought have never changed, rather the actions, non actions and peoples desperate attempts to make a solvent corporation look insolvent with the help of corrupt government officials and a very corrupt legal system that chose to work with covering this multi crime ridden saga up for the benefit of a few, have forced me to change my views/thoughts. This case has never had a reasonable time line that one would have envisioned, so one has to roll with the constant and consistent misrepresentation that never seems to cease along with massive over billing to all involved again, protected by a very corrupt court. The court chose to actually ignore all billing fraud, including billing more hours than there are hours in a day. One must say Wow!

With the aforementioned said, it is obvious now with Susman delays to match the claims previous delays, that nothing is going to happen including paying the former WAHUQ and/or business plan announced until these claims have been expunged/settled. I have also said for over a year, the former WAHUQs would never be paid until March 19th, 2013 or later and that unfortunately became true so far. Of course all of this is my humble opinion based on five years of total worlwide coverup and blackout reegarding WaMu pre/post seizure.
---------------------
Zitat dmceng:
LG

Well said in a 3 paragraph nutshell. It is what it is. I never expected much from the LT and the good work of SG. Everything from them will be gravy. I do like the potential of WMIH which I continue to accumulate at these levels as I did with the old preferreds at low levels and they proved to be very profitable over time. The downside of WMIH appears at first blush to be minimal and I for one am content to play along with the Big Shooters to see how this possible gem glitters in the foreseeable future.

GLTY and GLTA

Take Care
David
---------------------------
Zitat Large Green:
dmc, thanks and I agree about the positive WMIH future. The kind of people we are dealing with will not miss this golden opportunity to make a huge amount of money on the platform that is now established to legally avoid paying 30-50 percent in income taxes.

Now the question is, will the rest of us be along for the ride and I can assure you that "yours truly" will be. This is what these people do is make money and then find ways to avoid paying taxes on it and sometimes it is even the other way around. To me this has been, will be and is a "no brainer" as far as a positive outcome.

There are people here who have another agenda, some people have changed over the course of time, some people are the same but for me, and the hardest part has been the length of time. I have made it this far and will see it through for at least two more years from the announcement of a business plan, whether that is this year or next.

This will be a "life changer" for those who make it and most of us will never see an opportunity that so many people here are criticizing like we have right in front of us again.

Remember we were not suppose to know anything about this, have any interest let alone being able to purchase this at very low prices for what will be almost two years soon. The real price appreciation will start once the business plan has been implemented for six months or so.
-----------------------------
Zitat dmceng:
LG

Is the recent PLR from the IRS regarding the NOLs as important as I and others think it is?

TIA

Take Care
David
--------------------------
Zitat Large Green:
dmc, yes, I have always been under the impression based on overall facts since 2008 that I will not go back to and list, but there is between fifteen and thirty billion of various tax attributes if this was/is handled correctly.

I do not believe in the multiple ownership changes and the primary large owners have never changed that I know. WMIH can say we believe this and we believe that, but until they can use multi billion dollars worth of tax attrinutes, it really does not matter.

WMIH has to have some sort of business plan going forward planned. So at some point when we see that they can use multi billion in tax attributes, if they have a letter from the IRS and I believe they do or will have, they will make an 8K filing.

Now that could be months or a couple years in the making, but I believe we will see an 8K to that point at some point after WMIH capitalization moving forward.
---------------------
Zitat WithCatz:
DMC - Probably not. Observer is pretty up to speed on this subject, and he recently posted on Y:

He writes: (not relevant/applicable)

For two reasons.

First, 382 change of control is quite clear, tons of precedent rulings. Everything going back or forward really does not require a Private Letter Ruling.

Second, 269 is no longer a code section that the Treasury/IRS will issue a Private Letter Ruling on; i.e., WMIH cannot even ask for a Private Letter Ruling [on anything to do with capital raise for merger/acquisitions of control of another company, and especially not for any other company's potential merger/acquisition of control of WMIH]. Simply can't be done.

This was clearly agreed to by the expert witnesses for both the debtor and for the EC. Hearing transcript - July 13, 2011, Pages 224-225

22 Q. And the debtors have not sought a ruling from the IRS on
23 whether Section 269 applies; is that correct?

24 A. No. As I mentioned under the revenue procedure that the
25 Internal Revenue Service puts out regarding advanced guidance,
1 they have said plainly that they will not rule on Section 269
2 issues.
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finance.yahoo.com/mbview/threadview/...&tls=la%2Cd%2C0%2C3

Zitatende

MfG.L:)

$ 8,00   Polytour
$ 3,86   ggonzo
$ 3,58   Frubi
$ 3.49   cyrus
$ 3,05   mrmelone
$ 2,87   Zukgab
$ 2,79   sos
$ 2,76   Stockiiiii
$ 2,74   Schladi 1
$ 2,70   copywrites
$ 2,67   Snowcat
$ 2,65   mcpomm
$ 2,64   Ernie0815
$ 2,51   FATMAMEN/MAPA
$ 2,34   Hatkeineahnung
$ 2,33   ranger100
$ 2,20   whiskyandcoke
$ 2,16   Biotechler
$ 2,15   chris0155
$ 2,07   DasSchweigen
$ 1,95   Kirry
$ 1,93   paketix
$ 1,91   Gadget9090
$ 1,86   Kesi
$ 1,86   dieterb
$ 1,82   Mr.Bigson
$ 1,79   Jerzy111222ss
$ 1,75   BVB
$ 1,65   Moneyjunkie007
$ 1,64   roka1
$ 1,60   oso
$ 1,58   famherzig
$ 1,56   paradax
$ 1,50   hoffa
$ 1,48   Waldgeist
$ 1,34   langhaariger1
$ 1,30   tanni
$ 1,29   zocki55
$ 1,28   neverenough
$ 1,20   Orakel99
$ 1,07   Schwarzwälder
$ 1,07   odin10de
$ 0,74   pepiat16
$ 0,60   Kapboy
$ 0,58   WamuWolle
$ 0,55   Koma80

finance.yahoo.com/mbview/threadview/...-4739-ab41-2a8d7cbe826d

Zitat observer4101:
NOL Limitations - Code 382, 269 Forever


Brandmartys positing (attributed to Troy R) that the NOL limitations "end in 2-years" are not correct IMO. More on that later.

First, Govs' post on 382(L)(5) is not correct as WMIH didn't meet the requirements for the 382 exception under (L)(5) as continuing common equity and qualifying creditors (18 month holders prior to bankruptcy was primarily Tricadia) didn't meet the 50% threshold. That PLR was not WMIH, as Gov noted, and it was also not comparable or helpfull to WMIH as marymbob noted. It is a completely different scenario, with a continuing subsidiary and qualifying ownership. Govs a good guy though.

Back to NOL limitations. Here is the real deal. There are two, and they are interrelated. Code 382 and Code 269; and THEY DO NOT GO AWAY WITH TIME.

382 deals with change of control (3-year lookback), and business continuity (2-years). LOOKBACK - Change in control happened on the effective date; no more change in 3 years or the NOLs are 'retroactively erased. LOOKFORWARD - Any change in control (for any company with NOLs) 50% would reduced the NOLs to the annual limitation; almost a complete loss.

269 deals with tax avoidance. Days worth of argument at the confirmation hearing. ACQUISITION BY WMIH - OK so long as capital raised comparable to business assets. ACQUISITION OF WMIH - Not OK if the NOLs are the "principal purpose" of the transaction, similar asset/capital/transaction comparability.

Decide for yourself. Google steptoejohnson382June 2012 conference.

Pages 39-57: 269 Summary.
Pages 400-412: 382(L)(5) N/A, 413-421 382(L)(6)
Pages 442-443 382/269 Interrelationship

THESE REGULATIONS, UNTIL THE LAW CHANGES, LAST FOREVER
-----------------
Zitat brandmarty:
While you are in good standing on the yoohoo board today and so many people look up you for your sage words, can you clarify for me if an investment in WMIH in exchange of non voting preferred shares will violate any 382 / 269 rules?
----------------
ZItat observer4101:
NO it will not. In fact, Non-Voting Preferred Stock (if truly plain vanilla) is the second choice around 382 issues, and 269 depending on the capital asset value of control acquired with the funds. First choice is DEBT.

HOWEVER, under an aging bankruptcy code section, Section 1123(a)(6) of Title II of the Code, the Plan of Reorganization "must contain" a provision that the emerging Corporation "SHALL NOT ISSUE NON-VOTING EQUITY SECURITIES." It did. Confirmed. It can't be changed.

ARTICLE V. NO NON-VOTING EQUITY SECURITIES

"Pursuant to Section 1123(а)(6) of the title II of the United States Code (the "Bankruptcy Code"), notwithstanding any other provision contained herein to the contrary, the Corporation shall not issue non-voting equity securities."

ARTICLE IV. CAPITALIZATION

"b. VOTING RIGHTS. At every annual or special meeting of shareholders of the Corporation, each holder of Common Stock shall be entitled to cast one (1) vote for each share of Common Stock standing in such holder"s name on the stock transfer records of the Corporation; provided, however, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to these Articles of Incorporation (including, without limitation, to vote on any certificate of designation (or any amendment thereto) relating to any series of Preferred Stock) that solely amends, modifies or alters the terms of one or more outstanding series of Preferred Stock if, pursuant to the terms of such outstanding series, the holders of such Preferred Stock are entitled, either separately or together with the holders of one or more other such series, to the exclusion of the holders of the Common Stock, to vote thereon pursuant to these Articles of Incorporation (including, without limitations, any certificate relating to any series of Preferred Stock)."
++++++++++++++++++++++++
Although you've got a chip, I'll go some more. Understand, it is not I who you should be railing to; it should be to those who keep promising things that simply are not possible.

First, it was NOT negotiated to assure an ownership change. In the end, it also was irrelevant. In between would have been another wasted expense to document that an ownership change did or didn't occur. Think of the stock record from Year 1 ending 3/2010 to 3 ending 3/2012. Would you want WMIH to pay for that enormous analysis since the debtor did not? Again, in the end, it also was irrelevant.

So, that is also second, why the words "we believe" were used. So what. If no ownership change, consider that there is little difference.

(a) The next ownership change IF YES means a look back to the $6B unrestricted NOL and a wave goodbye.

(b) The next ownership change IF NO means that the Company will be revalued for purposes of establishing the "annual limitation" of NOLs that can be used going forward. Again, quite a bit of the same almost total wave.

(*) Continuity of business? Irrelevant. WMMRC in runoff mode regardless.

Third, regarding the NOLs, they are fully disclosed at gross, then adjusted for the date/proration after abandonment/365. The basis of WMI in WMB was $8.37B, prorated down to $5.97B. If one of either the $3.9B TPS or the $2.85 tax refund through WMB to JPM/FDIC didn't get recorded, it would be fair game to pursue more information. Obviously, one of these did, but also obviously not both; so it can't get larger by more than one or the other, if ever at all. If the tax refunds were not "disbursed" until after the effective date, and WMB was abandoned prior to the effective date, I"d say they were unavailable at abandonment to be included. But I don"t know. I too believe they should have disclosed the components of the $8.37B basis personally.

Finally, if you want to be as informed, read. Believe me, you can certainly have the baton
+++++++++++++++
Of course the EC (BDO's Anderson) and WMIH (Burr Pilger) have taken the position that you note; that the continued operation of WMMRC meets the continuity of business 2-year "historic" requirement. IMO, they also negotiated the Runoff Notes to be at the WMIH level to counter any challenge that is was a empty subsidiary for the purpose of defending this risk.

Also, and more important once we go credentialed tax counsel (and from the NOL valuation court arguments), there was a slight inference of 'continuity of business....AT THE TIME OF THE OWNERSHIP CHANGE as a challenge to the debtor who's experts asserted that "it was risky in that WMB was the primary operating subsidiary of WMI." That was BS. WMB was NOT EVEN AN OPERATING SUBSIDIARY AT ANY TIME AFTER SEIZURE IN 2008. So, the fact really was, WMMRC was the only operating subsidy that continued post-seizure, all the way to the effective date [the "real business activity continuity measurement date that the debtor tried to ruse"], and even projected through 2019.

WMIH now looks for regulatory approval to exist outside of only the runoff mode as another class of insurer; again, protecting the NOLs with another layer, and setting up for a capital raise for use in a similar - but now widened - business line
------------------------
ZItat brandmarty:
I don't remember off my head in which document it was spelled out but up to 5B worth of preferred were in the plan. Are you saying now that WMIH is not allowed to issue preferred? First of all, there is no law and in particular bankruptcy law that precludes a post bankruptcy company from issuing non voting preferred if it wants to.
-----------------------
Zitat observer4101:
***brand***

***I don't remember off my head in which document it was spelled out but up to 5B worth of preferred were in the plan.***

ARTICLE IV. CAPITALIZATION

"The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is Five Hundred Five Million (505,000,000) shares, of which: …. and, Five Million (5,000,000) shares, par value $0.00001 per share, shall be shares of preferred stock (the "Preferred Stock")."

Where did you get $5 Billion? There is no stated face value, only message board inference of $1,000.

***Are you saying now that WMIH is not allowed to issue preferred?***

Of course not; I"ve told you that WMIH is not allowed to issue NON-VOTING preferred.

As such, it also means that such issuance counts towards 382 equity shifts and change of control by value.

***First of all, there is no law and in particular bankruptcy law that precludes a post bankruptcy company from issuing non voting preferred if it wants to.***

Of course there is. Google "section 1123(a)(6)" law.cornell. Pretty clear. Also in the POR, DS and WMIH Articles.

(a) Notwithstanding any otherwise applicable nonbankruptcy law, a plan shall—

(6) provide for the inclusion in the charter of the debtor, if the debtor is a corporation, or of any corporation referred to in paragraph (5)(B) or (5)(C) of this subsection, of a provision prohibiting the issuance of nonvoting equity securities, and providing, as to the several classes of securities possessing voting power, an appropriate distribution of such power among such classes, including, in the case of any class of equity securities having a preference over another class of equity securities with respect to dividends, adequate provisions for the election of directors representing such preferred class in the event of default in the payment of such dividends;
---------------------
Zitat brandmarty:
Obs, without discussing whether you are right or wrong, I am just open to discussion about the following paragraph that you are quoting:

"(6) provide for the inclusion in the charter of the debtor, if the debtor is a corporation, or of any corporation referred to in paragraph (5)(B) or (5)(C) of this subsection, of a provision prohibiting the issuance of nonvoting equity securities, and providing, as to the several classes of securities possessing voting power, an appropriate distribution of such power among such classes, including, in the case of any class of equity securities having a preference over another class of equity securities with respect to dividends, adequate provisions for the election of directors representing such preferred class in the event of default in the payment of such dividends"

Does this really apply to the debtor AT THE TIME OF EXITING BANKRUPTCY only? Because a company is out of BK, there is no debtor anymore and it should be free to operate in any way it wants just like any company that had never filed for BK? In fact there is a presentation a while ago from some consulting firm that promotes the issuance of non voting preferred as a way to raise capital without affecting the NOL due to change of control.
---------------
ZItat observer4101:
First of all, why should it take this long to get to discourse?

This provision that the emerging entity, the debtor at the time in BK, must have a charter that precludes any non-voting equity is a BK requirement, now agreed. Based really on 1986 Acequia at 9th Circuit, then again in SDNY BK Texaco 1988. ABI articles want it gone. But it is BK for the debtor to include in the PLAN. It can't be changed.

After emergence, it can be changed.

So look at the Articles of WMIH and what do you see? It takes into consideration the preferreds vote on the matter (in fact possibly ONLY the preferreds).

Why.

IMO, our preferred might be used for capital raise, but their FIRST PURPOSE is a poison pill for the current BOD. Essentially, they can arrange the issuance of the preferreds to friendly parties, and only those preferred holders could then 'make changes to the preferred stock provisions under the 'voting rights section.

I believe they were 'built for defense first, if needed. IMO.
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Zitatende

MfG.L:)

wikisend.com/download/602410/...e%20call%20may%208,%202013.wma


MfG.L:)

$ 8,00   Polytour
$ 3,86   ggonzo
$ 3,58   Frubi
$ 3.49   cyrus
$ 3,05   mrmelone
$ 2,87   Zukgab
$ 2,79   sos
$ 2,76   Stockiiiii
$ 2,74   Schladi 1
$ 2,70   copywrites
$ 2,67   Snowcat
$ 2,65   mcpomm
$ 2,64   Ernie0815
$ 2,51   FATMAMEN/MAPA
$ 2,34   Hatkeineahnung
$ 2,33   ranger100
$ 2,20   whiskyandcoke
$ 2,16   Biotechler
$ 2,15   chris0155
$ 2,07   DasSchweigen
$ 1,95   Kirry
$ 1,93   paketix
$ 1,91   Gadget9090
$ 1,86   Kesi
$ 1,86   dieterb
$ 1,82   Mr.Bigson
$ 1,79   Jerzy111222ss
$ 1,75   BVB
$ 1,65   Moneyjunkie007
$ 1,64   roka1
$ 1,60   oso
$ 1,58   famherzig
$ 1,56   paradax
$ 1,50   hoffa
$ 1,48   Waldgeist
$ 1,34   langhaariger1
$ 1,30   tanni
$ 1,29   zocki55
$ 1,28   neverenough
$ 1,12   Orakel99
$ 1,07   Schwarzwälder
$ 1,07   odin10de
$ 0,74   pepiat16
$ 0,60   Kapboy
$ 0,58   WamuWolle

$ 0,55   Koma80

kann da mal jemand reinhören ?

Beste Grüße

ranger100

11240; WMI Liquidating Trust’s Limited Omnibus Objection to Certain Employee Claimants’ Motions to Amend [Docket Nos. 11212, 11213, and 11217]

www.kccllc.net/documents/0812229/0812229130508000000000002.pdf

www.boardpost.net/forum/index.php?topic=3241.msg36063#msg36063

ZItat Joe513:
Nothing earth shattering at the telephone conference.  Looks like more delays. Judge obviously wants this settled and I doubt she will stand for the FDIC getting in the way.   It was weird to hear Calafano again.  Just when we thought we were done with those guys, the FDIC is back!
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ZItat Large Green/Spot1roth:
Joe, the fact of the matter is all Walrath had to do was make a ruling that any agreed settlement stands and could have been done in five minutes. This would have gone against her Allies, the FDIC and other Government cronies.

If she would have done this, she would not have been a "team player" and would have NOT been invited the the next Xmas party to rub more dirty elbows.

Instead, wasting more resources, time and money which will be at least another month and if it goes to another trial, try six months or more.
--------------------------
ZItatende

MfG.L:)

Track: 2:30
Einigung mit 56 von 90 claimants

also nichts neues !?

wenn ich das jetzt richtig verstanden habe,
sind die restlichen claimants ob der Position der FDIC besorgt.
Ob potenzielle settlements von der FDIC blockiert werden könnten ?!?!

Track: 30:00

die restlichen claimants (34) sollen eine Order einreichen und einen Mediator vorschlagen
oder das Feld frei lassen sie (the honorable judge) wird dann einen eintragen.

ThJ. wird dann wohl den Mediator bestimmen.

Verstehe diesen FDIC Sprung aufs Spielfeld nicht!
Soll das verzögern oder Druck machen???

kollektive Besoffenheit in puncto einstellen der EK's welches ich finde, absolut unsinnig für Leser ist, aber ganz nicht stören...

Halt, doch, da war doch noch was. Könnte es sein, das annimiert wird wie im Radio, am Wochenende sind wieder Millionen im Jackpot, aber Achtung spielen macht süchtig. Unter 18 kein Gewinnspiel.... alles Heuchelei!
Die aber wissen was sie tun!
Hat schon einmal jemand die neue Gewinnstrategie durchgerechnet? Ohne die 7te nur noch mit Superzahl?
Gewinnen tut immer, der Ausrichter!

Genau wie beim Zukauf den dämlichen EK aufhübschen, so ein Unfug!

Aber, möchte ich die Zeile nutzen, allen Damen und Herren hier einen schönen Feiertag wünschen.

Allen Vätern, Müttern oder welche es noch werden wollen, prost auf gute Gesundheit, denn, die kann man nicht kaufen, nicht mit allem Geld der Welt!

herzlichst der charly

Allen Vätern, Müttern oder welche es noch werden wollen, prost auf gute Gesundheit, denn, die kann man nicht kaufen, nicht mit allem Geld der Welt!


Aw : Dito !

Und auch von mir....

Happy Father´s Day !

VG

wenns vom Herzen kam, war es ein warmer Sommerregen!!

schöne Grüsse auch an die Herren, welche heute nicht Vater waren, die hatte ich oben ausgeklammert, besser, einfach locker untergemischt.
Soll ja Leute geben, welche zwischen den Zeilen verlinkte Gedanken abfeuern, welche so gar nicht verstanden werden.

Am besten man liest das gar nicht.

schönen Tag noch, bei uns ist zur Zeit Regen tröpfeln angesagt!

finance.yahoo.com/mbview/threadview/...-4739-ab41-2a8d7cbe826d

Zitat brandmarty:
So we all agree that the non-voting preferred can be issued after BK without affecting the NOL. To be seen is whether the issuance of preferred may be used as a poison pill or a mean to raise capital. So in your opinion if preferred will not be used as a mean to raise capital, what is the possible methods that will be used then? Because 200M is obviously not enough to do anything meaningful to use the NOL.
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Zitat observer4101:
Yes, in part that is certainly true.

Non-Voting Preferreds can be issued if there is a change in the Articles first.

It was not in the BOD proxy, and it is not known if there has been other "business" timely requested by anyone other than the BOD at this time to do such.

They are a shield and a sword. If the adversaries can work together, the HFs obviously had other ideas advanced that can be considered. With agreement, the preferreds would be a sword if reconstituted as plain vanilla. Without agreement, or with challenges to the BOD proxy, they are the ultimate shield.

I do not know what the status is between the BOD and the HFs of concern, but I believe this discussion succinctly brings us to a better understanding of where we are and what the future hinges upon.

As a sword, BDO's Anderson has testified that such other financing is outside of Code 269. It would make acquisition potential larger in scale.

As a shield, take the total non-tax assets of WMIH [the tax assets are valued at zero currently] as step one. Add to that the total assets after step one, and that is the uptick for the next step. It is incremental, but it is exponential ~ $2-$4-$8-$16-$32.
-------------------
Zitat govinsider:
CONCLUSION

The planning, formation, and management of a captive are complex undertakings, and compliance with the formalities of running a true insurance company is mandatory. Establishing a captive insurance company is not feasible for all companies but, where appropriate, it can provide substantial tax and nontax benefits to successful shareholders and their families.

Case Study

The following case study examines a situation in which the owner of a small business would find it advantageous to set up a captive insurance company:

Bill, age 40, is the owner of a hedge fund. Bill has a significant personal net worth.
Bill would like to maximize wealth accumulation, reduce current income taxes, and distribute as much of his wealth as tax-efficiently as possible to his heirs. Bill is married and has three children.
After bonuses to all employees, the hedge fund has $1.2 million of taxable income that is taxed at a 45% rate, including federal and state taxes. Bill would like to minimize the income tax liability associated with his funds and accumulate funds on a more tax-advantaged basis beyond the reach of his personal and corporate creditors.
The shares of the captive would be owned by three trusts for the benefit of Bill"s children so that the shares will not be part of Bill"s taxable estate. This technique will also avoid gift and generation-skipping transfer (GST) taxes. Bill and his wife will be the co-trustees of the trusts, and the assets of the captive will not be subject to the claims of Bill"s personal creditors.
The captive manager performed a feasibility study analyzing the hedge fund"s current coverage to determine risks that are either self-insured or underinsured. That feasibility study identified 10 risks and designed separate coverage for each of those risks.


I obviously cannot post the link/ref, but it appears (WMIH) will become the vehicle for the hedge funds to shelter their trappings as we grow "the business", (as Obs suggests - slowly and incrementally) . The setup 12 mini captives (safe harbor clause) @$1.2m ea in premiums, plus investments....???
----------------
Zitatende

MfG.L:)

www.boardpost.net/forum/index.php?topic=3241.msg36070#msg36070

ZItat jaysenese:
A small number of claimants want to hurry up and settle, a larger number seem willing to procrastinate and go to trial if needed.

I didn't realize there was so much disagreement over the choice of mediator.

JMW says she will pick a mediator's name from list available "without much thought" if the parties can't agree on a mediator quickly.

Rosen said that as soon as this coming Friday, or as late as this coming Monday, a small number of the original settled claims will be delivered to the FDIC for their review and approval.  It sounds like Rosen is only filing proposed settlements with the FDIC for those claimants who have signed off on a letter absolving WMILT of liability if there is a problem in the future.
---------------
ZItat Sgtofarmsone:
Quote from: Scott Fox on May 08, 2013, 05:23:39 PM
My guess is it's Rosen's doing. Dragging things out can only be good for him. I don't think the claimants will be better off by the wait anyway. FDIC is still involved and want their cut. After the way he turned on us, he won't do it to them? Just me...........

Well it could be or not.  Sounds to me the application process is required to both the FRB and FDIC afterwards.  So that's the costly and lengthy problem.  FDIC Rep Caliphino (sp to po'd to spell it right ) said that after the FRB worked through the proposed settlements, then they would/could expedite the process taking apparently 3 to 6 weeks (Wow wonder how long it would take normally?).    

JW did ask though if the FRB/FDIC could basically overrule her decisions if they went to trial.  Sounds to me like they could.  She stayed the trial process and encouraged the parties to continue to settle.

PIER's just got a longer delay.
--------------------------------------------------
Zitatende

MfG.L:)