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Washington Mutual demanda a la FDIC por 17 billones US$ + daños

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Washington Mutual demanda a la FDIC por 17 billones US$ + daños
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Washington Mutual demanda a la FDIC por 17 billones US$ + daños
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Re: Escrows: Manzana esta es tu Calculadora para usar a finales de Septiembre

Gracias, a ver si suena la flauta


KKR (nuestros socios): Portfolio de participadas & Historial de Tagar Olson


WMIH entro a formar parte después... desde luego es bastante impresionante.


TAGAR C. OLSON (New York) is a Member and Head of KKR's Financial Services industry team within KKR's Private Equity platform. Mr. Olson joined KKR in 2002 and has played a significant role in the investments in:

Alliant Insurance Services
Santander Consumer USA
First Data Corporation
KKR Debt Investors
Legg Mason
KSL Holdings
KSL Recreation
Yellow Pages Group

Actualmente, el participa en la Junta Directiva de Alliant Insurance Services, Santander Consumer USA,
First Data y Visant.


Los "Double Dummy Mergers"... posibilidad para WMIH

Un "double dummy merger" es una transacción que usa la fusion de subsidiarias de doble reverso con una nueva y permanente corporación o holding en la estructura superior. Para facilitar el double dummy merger, tres nuevas empresas son formadas:

1. Nueva corporacion (la cual será la nueva Holding tras las fusiones).
2. Subsidiaria 1 (que seran fusionadas en la target company).
3. Subsidiary 2 (que será fusionada por la empresa adquisidora).

Tras el double dummy merger, la nueva holding corporation debe ser mantenida permanentemente
para que la transacción sea Tax Free bajo IRC § 351. De igual manera los accionistas de las empresas target y adquisidora deben "controlar" la nueva holding corporation. Como muchas de las reorganizaciones tax-free, control significa tener al menos 80% del total combinado de todas las clases de stock que se permitan para votar.

Ver PLR: http://www.irs.gov/pub/irs-wd/1413003.pdf

Systelfin nos ha enseñado un ejemplo de una transacción de este tipo:

http://finance.yahoo.com/q?s=BIOF A esta hora sube un +90% tras anunciar esta operación.

Get hold of yourselves people, let me shine some light on the near future of WMIH hopefully.

A little story to build the background. There was a bio fuel company which fell on hard times surrendered its plants to creditors and remained a pure shell with cash and other non operating assets with a market capitalization of about 20 million. The hedgies Einhorn (Green Light capital) and Brickman (David Loeb was also involved at one time I need to confirm the current status) would not let the 170 million worth of NOL go to waste, so they proposed the following transaction.

"Biofuel announced that it has received a preliminary non-binding proposal from Greenlight Capital and James R. Brickman for a possible transaction pursuant to which one or more newly-formed, wholly owned subsidiaries of the company would acquire all of the equity interests of JBGL Capital, LP and JBGL Builder Finance, and their direct and indirect subsidiaries. JBGL is a series of real estate entities involved in the purchase and development of land for residential purposes, construction lending and home building operations. JBGL is currently owned and controlled by Greenlight and Brickman. In response to the proposal, the board will establish a special committee consisting of independent directors to evaluate the proposal and alternatives for the company. The special committee will be authorized to retain independent financial, legal and other advisors."


Wait a minute how could that happen? A small shell company buying a much larger company and the common owners are hedgies. In essence, hedgies are using BIOF to buy JBGl a much larger company. Greenhorn owns about 29-35% of BIOF.

After all BIOF is a loss company subject to section 382 and section 269 even though it did not go through bankruptcy. So how the proposed transaction deal with that tough bottlenecks?

Capitalize BIOF with rights offerings and new debt. Compensate the hedgies for their ownership in JBGL through new common shares in combined equity (the new BIOF/SUBSIDIARY kinda) so that Greenlight's ownership reaches slightly below 50% (it would still not be more than 50% shift in 5% owners in rolling three years). To control the ownership change, BIOF adopted a NOL preservation plan yesterday obviously for two reason in my opinion. To discourage new buyers to go beyond 5% who would start buying after the news. And also, sort of freeze anymore ownership shift after the transaction to maintain the NOL.

For a detailed description of proposal, use this link.

Greenhorn increased its ownership by a little more, form out yesterday.


After hour stock prices already increased 50% with this exploratory non binding proposal.

I must emphasize it is not a recommendation for buying this BIOF stock, for that one should do their own DD and make decision. I am using it because it gives us strong evidence of what could happen with WMIH given KKR's and other hedgies involvement.

What it clarifies, a question we were raising all the time, that a hedgie/PE might design a transaction where a much smaller shell could be capitalized to buy another company with assets and running business and both companies having common significant or controlling (still gotta research theses details) interests by the above parties.

There is another IRS PLR document that came out yesterday on IRS site that I think belong to the same proposal. See how when biggies are involved everything comes out on one day.

And that my friends is the day to look up to...when it unfolds for WMIH.

Still researching for all conceivable and understandable details LOL.


Re: La primera adquición de WMIH ocurrirá el próximo trimestre.. abril como mes más probable.

Aqui seguimos Simpson, esperando con mucha paciencia y muy tranquilo. Gracias como siempre por seguir a pie de cañón compartiendo con todos.


Re: La primera adquición de WMIH ocurrirá el próximo trimestre.. abril como mes más probable.

Ayer BIOF http://finance.yahoo.com/q?s=BIOF
Finalmente cerró +132% tras anunciar "Doble Dummy Merger".
Que ganas tengo que ocurra algo parecido en próximas fechas.
Aquí tenían un NOL de 170 millones... Los nuestros son 5970 millones
Y puede que más... Tic tac :) :) :)


Due Dilligence WMIH: La primera adquisición ocurrirá este trimestre.. abril como mes más probable.

I want to spend a bit of time reviewing what I see as the future path a merger involving WMIH will take, along with the capitalization structure that will get it there.

The obvious next step for WMIH involves capitalization and a merger of some shape or form.
The KKR partnership laid out the very initial framework of capitalization with a sweetner
attached in the form of warrants for 61 million shares of WMIH at an exercise price of $1.38.

The future merger plans of WMIH will obviously involve a financial entity. It becomes
increasingly apparent that the financial entity that may be targeted (or already has been chosen)
will likely be an insurance company when you look at the history of KKR, both past and
present. It also doesn't hurt that WMIH has WMMRC attached to it, which happens to be a
reinsurance company in runoff.

Looking back more than 20 years at the history of previous acquisitions, KKR got its first taste of the insurance industry by purchasing American RE from Aetna. In 1992, when the
transaction took place, American RE was the third largest reinsurance company in the country.
KKR paid $1.4 billion for the company. In 1996, KKR sold American RE to Munich
Reinusrance for $3.3 billion.

More recently, in November of 2012, KKR acquired Alliant Insurance Services from WMIH's
advising firm for the past two years – Blackstone. Tagar Olson, a member of KKR, said his
company was “excited to partner with the Alliant team as it builds on the successful track record of product innovation, platform expansion, and accretive acquisition activity in the specialty insurance marketplace.” Interesting to note that Tagar Olson has been appointed an observation seat on WMIH's board.

2013 was the first year on record where private equity firms led M&A activity in the insurance
sector with 94 deals taking place involving private equity. KKR has seen the light, hiring Joseph Plumeri as a senior adviser to the firm in 2013. Mr. Plumeri was formerly the CEO of Willis Group, one of the world's largest insurance and reinsurance firms.
I don't find it at all a coincidence that during such a busy year for private equity M&A activity in the insurance sector, KKR decided to form a strategic partnership with what is essentially a tax shelter that has a reinsurance entity rolled into it.
Private equity has turned to insurance as a profit center due to the access to permanent capital, tremendous cash flows and the predictability of those cash flows. An experienced PE firm like KKR can very easily leverage the capital they gain access to when purchasing a firm like Alliant, allowing them to grow the company at a rapid pace.

It would make a tremendous amount of sense for KKR to want a domestic tax haven for those
cash flows which can only come in the form of net operating losses (NOLs). These NOLs are in
abundance at WMIH, only requiring a good bit of diligence to make sure that IRS Section 382
(rules that dictate NOL usage) is not violated causing a restriction to take place on the amount that can be used or worse yet, forfeiting them completely.

For purposes of capitalization WMIH can issue preferred stock (according to most recent 10K,
authorized to issue 5 million shares of preferred) to investors, allowing the company to raise a substantial amount of capital very quickly for a sizable acquisition. However, given the risk in the deal being that WMIH is essentially a shell, investors will likely treat WMIH along the lines of a venture capital deal, demanding some type of sweetner similar to the warrants that were given to KKR at the onset of the partnership. The sweetner will also allow WMIH to reduce its interest burden, perhaps substantially.

It becomes an issue of dilution at that point. However, it should be noted that dilution will be a necessary evil in order to raise the amount of capital that will allow proper utilization of the NOLs.

Section 382 of the IRS code pertaining to NOL usage forfeits the NOLs in case of an
“ownership change” at the company, defined as, “any shareholder owning 5 percent or more of
the company increases its ownership by more than 50 percent over the lowest level of stock
ownership by that 5 percent holder in any three-year period.” With this rule being in place,
convertible preferred, a secondary offering or convertible bonds are out of the question as a
means to raising substantial amounts of capital.

The point here is that substantial capitalization ($1 billion+) can and will be done with some
dilution to current shareholders. The dilution, in the case of WMIH, will be very well worth it especially if an insurance company is brought into the fold as the ability to leverage capital inside of a tax efficient base can be very powerful.


Re: Due Dilligence WMIH: La primera adquisición ocurrirá este trimestre.. abril como mes más probable.

Yiujuuuuuuuu!!!!! UPPPPP!

Vamos que nos vamos...

Vamos que nos vamos...