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Zitat aladin61:
Form 8-K for WASHINGTON MUTUAL, INC
12-Mar-2012
Entry into a Material Definitive Agreement, Financial Statements and Exhib
Item 1.01 Entry into a Material Definitive Agreement.
On March 6, 2012, Washington Mutual, Inc. (the "Company") and the Company's wholly-owned subsidiary, WMI Investment Corp. ("Investment" and collectively with the Company, the "Debtors"), entered into a liquidating trust agreement with William C. Kosturos, as the liquidating trustee (the "Liquidating Trustee"), and CSC Trust Company of Delaware, as the Delaware resident trustee (the "Agreement"). As previously disclosed, William C. Kosturos is also the Chief Restructuring Officer of the Company, and is the President & Chief Operating Officer of Investment. A copy of the Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Summary of the Agreement
The following is a summary of the material terms of the Agreement, as executed by the Debtors, and is not a complete description of the Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Debtors' Seventh Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code (the "Plan"). The Agreement provides for the creation of a liquidating trust (the "WMI Liquidating Trust") that will have an initial term of three years, subject to extension for up to an additional three years (subject to certain limited exceptions) with the approval of the United States Bankruptcy Court for the District of Delaware. On or shortly after the effective date of the Plan (the "Effective Date"), certain of the Debtors' assets, as further described below (the "Liquidating Trust Assets"), will be transferred to the WMI Liquidating Trust pursuant to the Plan for the benefit of certain holders of claims against, or equity interests in, the Debtors. Such claim and equity interest holders (the "Liquidating Trust Beneficiaries") will be issued beneficial interests in the WMI Liquidating Trust (each such interest, a "Liquidating Trust Interest") in exchange for their claims against, or equity interests in, the Debtors. The Agreement provides that the Liquidating Trust Interests are not transferable except by will, intestate succession or operation of law. Pursuant to the Agreement, the Liquidating Trustee will be responsible for liquidating, converting to cash and distributing the Liquidating Trust Assets to the Liquidating Trust Beneficiaries in accordance with the terms of the Agreement. The WMI Liquidating Trust will not continue, nor engage in at any time, the conduct of any trade or business other than the liquidation and distribution of the Liquidating Trust Assets, and is intended to qualify as a "liquidating trust" for federal income tax purposes.
The proceeds that are obtained from the liquidation of the Liquidating Trust Assets will be distributed to the Liquidating Trust Beneficiaries in accordance with the distribution procedures and priorities set forth in the Agreement. These distribution procedures include a reserve mechanism to allow for the resolution of claims that are disputed, in whole or in part, as of the Effective Date and the issuance of Liquidating Trust Interests and Runoff Notes in respect thereof if and when such claims are allowed. The Agreement also provides for the establishment of a trust advisory board (the "Trust Advisory Board"), which will be responsible for approving certain decisions of the Liquidating Trustee and will be initially comprised of ten (10) members, three
(3) of whom will be selected by the Creditors' Committee, four (4) of whom will be selected by the Equity Committee, with one (1) such member (together with any successors, the "TPS Member") to be named by the TPS Funds, one (1) of whom will be selected by the Creditors' Committee and approved by the Equity Committee, one (1) of whom will be selected by Tricadia Capital Management, LLC, and one
(1) ex officio member who will be selected by Holdco Advisors, L.P. with limited member rights consisting solely of the right of observation and the review of materials provided to the Trust Advisory Board and, subject to the agreement of the other members of the Trust Advisory Board, a right of participation in discussions of the Trust Advisory Board but with no right to vote.
The Trust Agreement also provides for the establishment of a subcommittee of the Trust Advisory Board (the "Litigation Subcommittee") which will oversee the prosecution of certain claims and the defense of Junior Disputed Claims. The Litigation Subcommittee will be initially comprised of five (5) members, two (2) of whom will be selected from the Trust Advisory Board by the Creditors' Committee, two (2) of whom will be selected from the Trust Advisory Board by the Equity Committee, and one (1) member who will be the TPS Member.
http://biz.yahoo.com/e/120312/dimeq.pk8-k.html
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Zitat clawmann:
Here is the link to the exhibit (the agreement).
http://google.brand.edgar-online.com/....aspx%253fcompanyid%253d10353
Lots of interesting and clarifying detail in here. I did not know that $60 million was allocated to fund the costs of running the liquidating trust ($20 mil of that is for the litigation fund).
That's quite a bit of money that has been made available to run that liquidating trust.
"(c) The Litigation Subcommittee shall oversee (i) the prosecution of, subject to the exculpation and release provisions of the Plan, (A) claims against present and former officers and directors of the Debtors for actions arising during the period prior to the Petition Date (the “ D&O Claims ”), (B) claims against professionals and representatives retained by the Debtors with respect to conduct that occurred prior to the Petition Date; and (C) claims based on conduct that occurred prior to the commencement of the Debtors’ bankruptcy cases against third-parties for any non-contractual breach of duty to WMI, including, but not limited to, antitrust claims and business tort claims (collectively categories (A), (B), and (C) are the “ Recovery Claims ”) and (ii) the defense of Junior Disputed Claims including Disputed Claims of WMB Noteholders for misrepresentation, which Disputed Claims are classified in Class 18 (Subordinated Claims) pursuant to the Plan (the “ WMB Claims ”); provided , however , that the Litigation Subcommittee shall not pursue business tort Claims that were released against JPMC and its Related Persons pursuant to the Global Settlement Agreement. In connection with the foregoing, and subject to the review and approval of the Bankruptcy Court, upon notice and a hearing, the Litigation Subcommittee shall have discretion over the following matters: (x) retention of counsel and professionals in conjunction with the Recovery Claims and the Junior Disputed Claims; provided , however , that the prosecution of any D&O Claims shall be the responsibility of Klee, Tuchin, Bogdanoff, & Stern LLP and the defense of any Junior Disputed Claims shall be the responsibility of Weil, Gotshal & Manges LLP, Quinn Emanuel Urquhart & Sullivan, LLP and such other counsel as may be appointed from time to time; (y) subject to the provisions set forth in Section 6.3(c) and Section 6.6(a) hereof, prosecution and settlement of the Recovery Claims; and (z) establishment of budgets and expenditure of the first Ten Million Dollars ($10,000,000.00) of the Litigation Funding and of the second Ten Million dollars ($10,000,000) if authorized by the Trust Advisory Board. In the event that all of the Litigation Funding has been spent, the Litigation Subcommittee may request additional funds from the Trust Advisory Board which shall have the sole and absolute discretion as to whether to allocate such additional funds. To the extent the Litigation Funding or any additional funds that are allocated to the Litigation Subcommittee are unused, such funds shall be distributed by the Liquidating Trust in accordance with the terms and conditions of the Plan."
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Zitatende
MfG.L:) -----------
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