ZItat:
For some reason, Yahoo won't let me post the text, or name the author - deletes the post.
I'll name the author in the next "subject" of this thread.
The text is here. And it's good to read it there, because of the bold/color/italics is important to see.
investorshub.advfn.com/boards/rea...
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A GB repost by El Juez, a sitting judge, with permission. (El Juez = Vivian on Yahoo) -- I'm reposting, among other reasons, that I agree completely with him.
El Juez writes:
I don't start many threads, but I hope and believe today may be a turning point, so my 2 cents: The judge unequivocally rejected the latest disclosure statement (version whatever), no matter how you spin it. Her antennae are up and she is wary of BR and his minions and co-conspirators, thanks primarily to the inspired work, energy and presence of actual, hero shareholders. (The much-vaunted SG should be ashamed that they've been eclipsed by amateurs.) This looks to me like a "Jimmy Stewart moment". The People standing up on their own two legs and speaking out against the machine. I love it! Nate, 'Catz, Bets, Jberg, Ilene, Ben, Seth, Dan, Mike Rosenfeld (and those behind the scenes), you guys are awesome!
Next, a big thanks to tdmd99 on yahoo for his quick and dirty edited transcript of what Judge Walrath actually decided:
"Here's the judge's transcribed decision for today:
"1) With respect to the BlackHorse argument regarding the effect of the court possibly deciding FJR vs contract rate must be applicable, the debtor must do distribution analysis as to what distributions would be under Chapter 11 in the event that the court should decide that. Debtor should also modify its liquidation analysis to show the possibility that they are correct and I would order that in a Chapter 7 liquidation, they are only entitled to FJR. You can put a footnote regarding that effect on waterfall down or up, as to specific, and the enforceability of the subordination agreement or provisions. But I think you have to state that there is apparently a dispute as to the effect of those to the subordination provisions or their applicability in this case.
"2) I also agree with, and I'm not sure who raised it, the objectors who said that there has to be a disclosure as to the ranges of value of the NOLs. I don’t think it's sufficient to limit it to what the debtor is projecting will be the {debtors' proposed} use of the NOLs.
"3) And with respect to the objections raised by some of the shareholders, I think the debtors does have some information that it should be including in the DS as to the value of the assets of its non-debtor subsidiaries, as well as the value of WMMRC. The debtor has filed public filings which disclosed some of those values and I think the debtor should include those in the disclosure statement.
"4) I disagree with the TPS argument regarding their ability to revote. However, I agree with JPMC that I have already made that decision. And in addition, I find that in the extent they are allowed to revote, JPMC has asserted that the distribution to their class is only available to those who previously voted to give the release. So, I think it would be a big waste to go ahead and revote that class.
"5) I already stated that I will direct the debtors to participate in mediation with the LTW holders. And I suggest the parties consult and get to me a recommended mediator within a week and if the parties cannot agree on somebody, I will select somebody for the mediation panel.
"6) I think Mr. Rosenfeld’s arguments are largely confirmation issues. I’m not gonna require any change to the DS with respect to those, in specifically, on those of the Blackstone analysis as what is typically done rather than attaching the appraisals. I’m not gonna require the debtor to attach appraisals to the DS and the reference to book values is not helpful either. But I would suggest that since the debtor is going to include values with respect to the non-debtor subs that there be a clear indication of the debtor’s estimate of the value of those rather than simply a reference to book value.
"7) The analysis or the information given by the debtors should also include any real estate owned by WMI or any of the non-debtor subs. I think that’s self-evident. And since you’re doing an analysis which includes the range of values of the NOL, I think that would include any tax consequence of the capital contribution with respect to the WMB tax refund issue.
"8) In the ANICO plaintiff objection is largely resolved. Or I’ve already decided that."
See messages.finance.yahoo.com/...08835&tof=4&frt=2#708835
All of these items highlighted in red have potential significant value to equity. Moreover, I believe that by explicitly making the inclusion of these items a requirement for even approving a mere disclosure statement (much less an affirmative ruling at another confirmation hearing), Judge Walrath is telegraphing her concern about the fundamental equity of these proceedings, and is inviting the EC to address these issues. I have very good vibes about her. I'll say it again: She is not Judge Judy in a small claims case. She can't shoot from the hip and push the proceedings in one direction or another at her whim. She is not a prosecutor. She is a federal judge bound by strict rules of procedure and substantive law she has to follow, part of which dictates that the debtor's attorney (much like a prosecutor in a criminal case) is the "Master of Ceremonies" (Circus ringmaster?) who gets to decide how to push the process forward. But, it seems to me, whenever she has an opening she seems to express sincere concern about fundamental fairness and equitable treatment of equity. I see this as all good.
As to the debtor's request ("demand") today for PJS evaluation documents and to depose EC members, I'm more inclined to agree with Simonizer {Catz: sorry, he's referring to another dialog} than Observer on this one: This is just a bullying tactic which shows that BR is panicking. SG has been keeping their PJS valuation data close to the vest so far, waiting for the next confirmation hearing. Only now, since Judge Walrath's rulings today have explicitly made this potential valuation testimony/opinion at the confirmation hearing relevant and important, has BR bothered to seek discovery regarding it. I'm sure the documents filed today were already pre-prepared and in the WGM computer "just in case", and their filing shows that WGM is worried. I'm hoping/expecting that SG will parry this thrust long enough to make it moot. In fact, as suggested by Furbush87, I expect that the initial response will be that PJS's work will be claimed as "attorney work product". Et tu, Brute!
ZItatende
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ZItat Bopfan dazu:
"I also agree with, and I'm not sure who raised it, the objectors who said that there has to be a disclosure as to the ranges of value of the NOLs. I don’t think it's sufficient to limit it to what the debtor is projecting will be the {debtors' proposed} use of the NOLs."
She's on to them. She saw that they were blithely ready to allow $5.5 billion in NOLs to go out the window, and she obviously doesn't believe that any rational person with $26B in stock losses would not take full advantage of them in the market. The debtor obtained the private letter ruling from the IRS allowing it to use the book value of the WMB stock as a $5.5B NOL rather than to its greatest advantage, as a capital loss, which at a top tax rate of 35% would yield about $10 billion in savings to an acquirer who could use it (e.g., Exxon, GE, GS) to offset gains.
That the court suspects that what she's been told WMI/WMMRC will do with its tax benefits and what it might actually do could be two different things is a tremendous victory for equity, who must show exactly what a company with large gains could do with the losses. As Bet said yesterday no one wants to talk about the tax benefits because of Rule 382, but everyone in the know understands their tremendous value.
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The horse is out of the barn, Grif, and they know it, so they can one-star me all they want.
WMI is PRETENDING it will use that lovely $26B for a measly $5.5B NOL, but my instincts say Goldman has not been lurking in the courtroom for 2.5 years to use that $26B loss as WMI is misleading the court to believe. WMI is lying through its teeth about how it will use the tax benefits and other assets and the court knows d*mn well the hedge funds wouldn't be fighting for over two years for a $165MM company as there are just too many mouths to feed among them, the seniors, and the pesky Tricadia.
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I'm no tax expert, but I know that if WMI merged with a colossus like GE or Exxon they would find a way to use that $26B loss on a dollar for dollar basis for a value of $9B, and that's a lot better than the $1B or so they'd get from using it as a $5.5B NOL.
ZItatende
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MfG.L:)