Sin que las acciones esten en el open market no podría haber preferentes quizas estan buscando usar esas NOL´s a través de grandes beneficios... esto se pone interesante.
Sin que las acciones esten en el open market no podría haber preferentes quizas estan buscando usar esas NOL´s a través de grandes beneficios...
Yes, this appears to be a strategic plan designed to allow a large investment brought into the company without creating an ownership change. Of course, the preferreds WILL have common convertability and thus take ownership based on the percentage invested. So, it created very heavy dilution. However, this dilution is beneficial if it allows Newco to grow in value. The key is how much.
If 200m Newco becomes 6.2b Newco with 6b in capital, it gives Newco tremendous growth opportunities and dramatically improves ability to use some of the NOLs. If Newco was to merge with another 6.2b company that is making 1b in profits per year, suddenly Newco is able to utilize 350m in cash value of NOLs assuming a 35% tax rate.
On the downside, Newco common holders are diluted by a tremendous amount 30:1 based on 6b:200m and then another 2:1 merging with same size company (assuming no premium paid.) This means that your commons are now only 1/60th of what they were depending on the conversion ratio for those preferreds and depending on how other company received shares (let's say 1:1). This means that if Newco stock was $1 to start, if it went to $60, you would still only have a dollar pre-conversion and pre-merge. The stock would actually have to hit $120, just to have a double. Not good.
Of course, I did not spend much time trying to decifer the conversion for the preferreds. If the conversion is based on the original amount of 6b and is done AFTER the stock appreciates, the conversion is even more dilutive. Not good at all.
If I am right about how this would play out, one would surely want to take their money and run with any appreciation in stock price prior to a conversion. Maybe someone can read more deeply into how the conversion would affect current Newco common stockholders.
------------------------------------------------------------------------------
Preferreds having common convertibility is not a given nor a requirement with this type of issuance. The issuance of preferred shares is how the NOL's will be monetized an equity will be paid in the near term (over the next 12 months). I suggest you google "monetizing the shield" to get a idea of how this structure will benefit equity and not be dillutive. (disclosure: long-term pre-and post seizure holder of all classes of Wamu stock)
------------------------------------------------------------------------------
That seems to be the premise. I am sure WMI has looked into all of the ramifications for the following as to protecting NOLs:
1. Raising capital
2. Purchasing/merging with x size company
3. Conversion timing for capital raise if requirement for deal
In the filing, there was quite a bit of discussion about the conversion structure, so it looks like this is very important. Think about it. If I inject 6b into a company worth, let's say 200m plus some additional value for NOLs (remember, I discussed NOL value in another thread) and let us argue that the present value for the reasonable use of NOLs is 1b, then I would expect my 6b to get 5/6 of the company. 6b/7.2b = 5/6 The 7.2b is the 6b injected plus the 1.2b estimated value of Newco.
Also, note that I try to use realistic numbers. Without cash infusion, it is doubtful that the NOLs have much value. It will take the cash and a very smart buy/merger to make those NOLs useful. So, I may even be too liberal using 1b for the NOLs. Hopefully, it is a reasonable number.
This means that Newco could be worth the 1.2b value which is about $6 per Newco share or 12% recovery for preferreds. Someone needs to decifer how the conversion will work to see how the dilution would work. As usual, I am just speculating and I am never right. Take that for what it is not worth.
----------------------------------------------------------------------------
The two T-3 filings are for the Runoff Note indentures - first and second lien. Each indenture's T-3 is the first doc within each of the large T-3 docs, and the indenture itself is later.
The second doc, EXHIBIT T3A.2, is "ARTICLES OF AMENDMENT (Series S Contingent Convertible Perpetual Non-Cumulative Preferred Stock)", but it is dated "this 9th day of April, 2008", followed by "ARTICLES OF AMENDMENT (Series T Contingent Convertible Perpetual Non-Cumulative Preferred Stock)", but it is also dated "this 9th day of April, 2008." There is additional old stuff and info about the indenture trustee.
It looks to me like these Series S and T prefs were authorized in 2008 pre-seizure but never issued.
Puede que al final de todo sea algo antiguo :(
The answers to the burning (and common) questions_v1.0
As many know, Catz and others are somewhat frustrated by the same question and same answers over and over. When facts come about, then there are new and/or revised answers... but right now, there aren't new facts for the following questions:
Suggestion: CHILL OUT. Wait for more details to come available.
1) Why is this still trading?
There is no automatic halt. And asteroids could hit, etc. Seriously that's the best answer. Technically, something "weird" could happen {improbable} that would change the bankruptcy exit plans... so until everything is finalized and either stocks convert, or the asteroid hits, it will trade.
2) Who's buying/selling the shares?
Nobody knows. Could be shorts buying. Could be those who couldn't (or didn't release) selling. Could be those who are clueless to what is really going on... BUT.. Does it matter to you? Will it change your decision? Can it change your decision? No, no and no - should be your answer.
3) Should I buy some shares -- they're cheap?
No. Not unless you have a time machine that can go backwards and release them. Or you really think that somehow there will be another release date forthcoming.
4) When will I get NewCo stocks?
Not until we exit bankruptcy, and then for a few more days (estimate is 5-10 days later).
5) Once I get NewCo stocks, when can I sell them?
You were warned here, and by the EC's Q&A, several times that there is likely to be a period of time -- of UNDETERMINED TIME -- where you can't sell them. Please don't complain. Seriously.
From the EC Q&A:
Quote
Q: Will the stock of Reorganized WMI be tradable immediately upon emergence?
A: This will depend on a number of factors, including requirements imposed by the SEC upon emergence from bankruptcy. The new Board of Directors will evaluate the options available with regard to trading markets and determine what is in the best interests of the reorganized company. The stock will not immediately be listed on a nationally recognized stock exchange and may not ever be so listed. Reorganized WMI may be able to have its stock quoted on the OTCBB and/or the "OTC-Pink", subject to meeting certain eligibility requirements. Subject to the restrictions on transfer contained in the articles of incorporation discussed above and complying with applicable securities laws, the stock should be transferable if quoted on the OTCBB on OTC-Pink.
6) When will we exit bankruptcy?
Unknown. We should find out from filings or in-court information. In the confirmation hearing, they said that the 8th was the earliest it could happen - because the 7th was the realease deadline. Subsequent media reports quoting Rosen, indicated the 15th as the next possible date.
And there is a hearing on the 14th regarding "MBS Plaintiffs Motion to Classify Claim as Class 12" -- so that may be part of the delay.
In any case, the comment made in court were the 8th was mentioned:
Quote
22 That would mean we can’t go effective until March 8,
23 the next day. And so in conversation with the parties we
24 have targeted March 8 as a target date. It’s not a hard
25 date, of course, there’s going to be a lot of wood to chop
to actually get to a closing, but at least we have a date
2 that the parties have identified that we will target for
3 closing. By closing what we mean is a goal that the first
4 very, very large distributions are actually made at that
5 time.
6 If, of course, we find that the date proves
7 unattainable because of the pieces that have to be put in
8 place, I believe we have hearings scheduled with the Court
9 on other matters and will be able to report to the Court on
10 the progress and on any stumbling blocks that we have.
And the media report where the 15th was mentioned:
Quote
"After nearly three and a half years in bankruptcy in Delaware's court, Washington Mutual recently confirmed its plan of reorganization and is expected to emerge from court protection on March 15, 2012, according to the firm's attorney Brian Rosen of Weil, Gotshal, & Manges"
So we have "target" and "expected" - neither are "firm and absolute" words.
So we wait. So should you.
7) How many NewCo shares will I get?
We don't know exactly. It will depend on how many, of each class, release -- and that information hasn't been published yet.
The "worst" case (everybody releases, and noteholders take their 5%) has been calculated as:
1 share of WAMUQ is calculated to get 0.025112 shares of the new company
1 share of WAMKQ is calculated to get 0.475000 shares of the new company
1 share of WAMPQ is calculated to get 19.000000 shares of the new company
Use the calculator to make other guesses: http://www.geishababy.com/wamu/#POR7ReOrgCalculator
8} What will NewCo shares be worth?
They'll be worth what a seller is willing to sell them for, and a willing buyer to buy them. In other words, there's quite a few more moving parts here needed to be done.
98) What's the meaning of all of this?
Quote
"There is a theory which states that if ever anyone discovers exactly what the Universe is for and why it is here, it will instantly disappear and be replaced by something even more bizarre and inexplicable. There is another theory which states that this has already happened"
99) Where can I get more information?
Link for DD: http://bit.ly/xS1Tjj
¿Los pumpers no os cansais de bombear? ¿Que buscais ahora con mas posts sin base alguna, una nueva ola de usuarios para pillarlos en las nuevas acciones?
Solamente para recuperar los que compraron a 80 las P´s tienen que multiplicar el valor actual x 7, no te digo nada el berenjenal en el que les has metido Mr Simpson
¿sabes que Besugo? me la soplan tus comentarios... te has quedado ya sin argumentos
y eres más repetitivo que un disco rallado. Tu no tendras acciones de la New Co así que cuando ocurra el cambio se acabó ya puedes recojar tu limosna de basher consumado en casa de JPM y tirar palante.
Has arruinado a un sinfin de usuarios diciendoles que compraran a precios inasumibles y estan perdiendo hasta las trancas (-80%) tus argumentos ya estan gastados, Nols, Reorganizada, mas tiempo, lo cierto es lo que reflejan sus cuentas gracias a ti, eres un fenómeno de las minusvalias. Has falseado informaciones y ahora se ven los resultados, yo no he engañado a nadie ya dije hace muchos meses quien estaba mintiendo en el foro con informaciones FALSAS.
