The most common Voting Questions answered here (v1.1)
As many know, Catz gets frustrated by "myth and lore" as well as the same question asked over and over and answered. So to those ends, I’m posting this.
I’ll update it from time to time with changes, corrections, etc. This is version 1.1 -- future versions will REPLACE this information with updated information.
Revision History:
Version 1.0 - Was posted on Jan 14, 2012 at 4:39pm
Version 1.1 - Items #32 through 42 were added. Also 3b, 5b, 10b, 10c, 31b were added/clarified, and minor edits on other items.
Disclaimer: I am writing this with the best information that I believe. This is not investment advice, nor is this to be taken, in any way, shape or form, as a personal liability. You should be consulting a professional, an accountant, a tax specialist, your broker/bank, a palm reading psychic, and/or anybody else professional you think you may need to make a full decision here. {See #27 below}
You and you alone are responsible for reading the entire Disclosure Statement, and the ballots, and making a personal choice. Do not rely in my input here for anything more than pure 'For your information' and accept that it may be totally or partially incorrect. I believe it NOT to be incorrect, but you must decide on your own.
You and you alone are responsible for ensuring that your vote is cast, and/or releases granted... Eg, Getting a ballot from your broker/bank. Returning it to the RIGHT PLACE {and if you are returning it to KCCLLC you are definitely WRONG}, ensuring it was cast appropriately, etc, etc. It's all your personal issue. Not mine. Not any online board.
In short, I owe you nothing if you rely on any of this.
1) I own any of the following WMI securities: WAMUQ (Common Stock) and/or WAMPQ and/or WAMKQ (Both are Preferred Stock), and/or WAHUQ (also known as the PIERS) -- will I need to vote, can I vote, etc?
Yes, all classes of WMI securities will vote this time. In the past commons (WAMUQ's) didn't vote. This time they do. AND NEED TO. See further.
And yes, absolutely you NEED to vote this time -- at least for releases, see further.
2) I own multiple securities, or have multiple accounts, how many ballots do I need to fill in?
Basically, for every different security, in different account, at a different broker -- is a separate ballot received from your broker. Multiple types of securities will be separate ballots. Multiple brokerages will also be separate ballots, etc. So you might be getting packets from a bunch of sources, or multiple packets.
Count them up. Cross reference. Make sure you got one for each.
And YES, you need to vote them (and release or 'opt out' of releasing) individually -- do not summarize the stuff. For each ballot you get, vote it separately.
And YES, you are supposed to vote the same security the same way. If you hold WAMUQs in separate accounts, they all are supposed to be voted the same way. If you hold more than one type of security, say WAMUQs and WAMPQs, you can vote them differently.
3) When will I get my ballots?
Soon, very soon. It's up to each broker, and some hire third-parties to do it, to mail them, etc -- and mailing takes varying time, etc.
3b) The DS gives further info, As approved on January 13, 2012 - "page 14, item 20, The Debtors shall mail the Solicitation Packages within five (5) Business Days after the entry of this Order (the "Solicitation Date") to... and (i) all Equity Interest Holders. Five business days after 01-13-12 would be 01-23-12 by my count."
"page 19 item 36...The Voting Nominee shall provide each beneficial holder with the appropriate materials within two (2) Business Days after receipt of the Solicitation Packages."
Now, in this context, the Equity Interest Holder is actually, usually your Broker who holds your securities in "street name". They in turn need a few days to get your "Beneficial Ballot" to you.
4) What is the most recent set of dates regarding Disclosure Statement, Voting, POR Confirmation, etc.
The ever-changing and updated calendar is here -- http://www.my.calendars.net/wmi/
Jan 13, 2012 the Disclosure Statement was approved - http://www.kccllc.net/documents/0812229/0812229120113000000000016.pdf - warning, it's huge -- 69mb and 1647 pages.
Feb 9, 2012 is the date that "Master Ballots" -- for voting FOR OR AGAINST the PLAN.... are due back from the BROKERS to KCCLLC. {Technically you don't have to release by this date, but most people WILL both "vote" on the plan, and choose to grant the releases} -- {But read further, your broker probably has an earlier date for shareholders to vote via them.}
Also, Feb 9, 2012, is the official "date of record" for those holding securities -- any trades after this are, IMHO, "Twilight Zone" trades -- see #31 below... (I'm also of the opinion that any further personal trades, once you vote through your broker, are also "Twilight Zone" trades -- see same #31 below.)
From the latest Disclosure Statement, PDF page #13 --
The Securities Record Date shall be set as the same date as the Voting and Election Deadline (i.e.: February 9, 2012) for determining which holders of Claims in Class 2 (Senior Notes Claims), Class 3 (Senior Subordinated Notes Claims), Class 14 (CCB-1 Guarantees Claims), Class 15 (CCB-2 Guarantees Claims), Class 16 (PIERS Claims), Class 19 (Preferred Equity Interests), and Class 22 (Common Equity Interests) are entitled to vote on the Plan, as well as for purposes of determining which holders in Class 21 (Dime Warrants) are entitled to make elections with respect to the Plan.
{Commons = WAMUQ, Preferreds = WAMPQ/WAMKQ, Dime = DIMEQ}
Feb 16, 2012 is the Confirmation Hearing.
Feb 28, 2012 is the "Master Ballot" - "Release" deadline. PERIOD. {But read further, your broker probably has an earlier date for shareholders to vote via them.}
Feb 29, 2012 is the current 'assumed' date that Bankruptcy Exit would occur {eg, the Plan of Reorganization is executed}
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5) I want to read the Disclosure Statement, how can I do that?
It's here - as an OCR, http://www.scribd.com/doc/78208722 {It's also on KCCLLC in the original, official format}
And your broker should, in the voting materials, provide you a copy -- hardcopy on paper, or more likely on CD.
5b) I specifically want to read the TPS Letter regarding Class 19, and the Equity Committee's letter and/or the Equity Committee's Q&A
TPS Letter - PDF Page 1220
EC Letter - PDF Page 1203
EC Q&A - PDF Page 1209
6) Why are there two dates for voting? What's the difference?
Feb 9th, is the date that voting for the plan is due back - FROM THE BROKERS. Most people will also indicate their decision on releases at the same time they vote on the plan.
Feb 28th, is the alternate date for giving Releases only - FROM THE BROKERS. Your vote on the plan wouldn't count. But you still could vote on releases.
7) Is my deadline the above dates?
ABSOLUTELY NOT. These are the dates for the BROKERS. Your broker will establish a date, earlier that you must have your votes back to them.
In other words, Feb 9th and 28th above are the magic dates. But YOU will likely, nearly guaranteed, have an earlier date than those due to the broker.
8} What date is that?
It's up to each broker. No singular answer. Typically 3-5 days earlier for each date.
9) When would we know whether the court approved the plan?
The POR Confirmation hearing is Feb 16th, and the proposed exit from Bankruptcy is Feb 29th. So we'd have to hear between those dates whether the court approves the plan.
10) If I vote against the plan, am I screwed?
No. A vote against the plan is just that you don't agree with the plan.
10b) The TPS Group is recommending that Class 19 (that's them, WAMPQ and WAMKQ - preferreds) vote AGAINST the plan {but still grant releases} -- read the TPS "logic" behind that, if interested, in their "letter" in your packet, or read it early in the Disclosure Statement above.
10c) The EC is recommending that all equity (Preferreds and Commons) vote FOR the plan, and grant releases. But the EC also talks about what happens if a class doesn't vote for the plan -- read their "logic" behind that, if interested, in their "letter" in your packet, or read it early in the Disclosure Statement above.
11) If "opt out" of releases, am I screwed?
ABSOLUTELY. If you "opt out" of the releases, then you are saying that you are personally going to sue JPM, FDIC, etc. With your own money. "Opt out" also means no NewCo shares.
12) Can I change my mind later?
Probably not. Ask your broker. I think absolutely not.
13) If I vote against the plan, but I grant releases am I screwed?
No. They have nothing to do with each other. Granting releases (NOT "opting out") is the deciding factor on whether you would get a distribution (NewCo shares), not whether you like the plan or not (and vote for or against the plan)
14) So how should I vote?
It's up to each investor. In general, investors probably want to 'give' the releases, but make their own decision on the "yes" or "no" on approving the plan. See above.
15) I've gotten ballots before (or FYI info for Commons), I've ignored them, it's just a pile of paperwork. Does it matter this time?
ABSOLUTELY it matters. If you don't grant the releases in time, then you get no NewCo stock. Period. You MUST actively return ballots with the release election to your broker.
16) What do you mean by "grant releases in time"? Can't I just wait and give my releases later, say 6 months or a year from now?
ABSOLUTELY NOT. Due to IRS and Tax Law regulations, Releases must be granted by the day before exiting bankruptcy. And your broker will need a few days before then to process your release elections.
17) What happens if I don't vote, or don't grant releases by the deadline - that my broker establishes?
You're on your own. No NewCo shares. And your old shares cancelled. Have fun. You have been warned over and over.
18) I'm going to be out of town, in the hospital, planning my own kidnapping, climbing Mt. Everest, in Pongo-Pongo, and/or my dog ate my ballots, what happens?
You have been warned. Figure out an alternative.
19) Why can't I just not bother with the releases and get some 'default' here?
Because the laws require an "active" vote for a release. One can't, legally, be obligated to a release by default.
20) I have never gotten ballots before, or not in time, or I've just invested since the last voting and not sure if I'll be getting ballots, etc.
Once ballots start going out {it'll be obvious on the boards as people receive them} you should receive them as well. BUT, if you don't, you must IMMEDIATELY contact whomever you bought your shares from and give them KCCLLC's contact information and DEMAND -- over and over if required -- to be allowed to vote via the company that sold you the shares.
21) I don't want to do that. Seems like a hassle. I'll just download the ballots off the internet and mail them to KCCLLC.
Fine. Dumb idea. Won't work. Never has worked. Thank you for giving up your NewCo shares to me and the others. You absolutely have to return ballots, or vote, however the broker makes you do it via the broker. Period.
22) My broker is clueless, etc.
Not our problem that you chose a clueless broker. Or the broker you chose, turned out to be clueless. See the information about having them contact KCCLLC. The EC went as far as to issue a press release on this subject. Sorry to be blunt, but posting rants about this situation isn't helping you and a waste of time.
Here's the press release about it: http://finance.yahoo.com/news/Equity-Committee-Provides-prnews-3530877012.html?x=0
Don't ignore this issue. It's real for many. And after-the-fact whining, or even current whining, isn't going to fix your problems.
Only YOU and your BROKER can fix any problems. Starting now is good. Starting immediately once you see folks have received ballots, and you didn't, is critical.
23) I'll contact KCCLLC myself. Won't that work?
No. Won't work. Hasn't worked before. Best you might be able to do is to give KCCLLC the number of your bank/broker and have them call. But that's not the way it's supposed to work.
24) Why all this hassle?
Nothing is easy in bankruptcy. And nothing is easy for those who invest in bankrupt securities, especially overseas when using a bank who uses a broker, etc. It ought not to be this hard. But it is. Buck up and live with it, and do something to make sure you're able to vote, especially to grant releases.
25) What happens to my votes, especially for releases, if the Plan is not confirmed (approved)?
The Plan can be modified further, as long as your class isn't made "worse", then your votes count as-is. If a given class is made "worse" by a change in the plan, you get to vote again -- only those classes. Let's not take this hypothetical further -- it's really out there.
26) This is all too complicated for me, or English is not my primary language, I failed reading comprehension in school, I have a head injury, or otherwise.
Hire a professional. An accountant, a lawyer, etc. Don't ignore this.
27) What about getting my advice from an on-line forum of amateurs, who have funny aliases? Everything I read on the internet is 100% accurate right?
Bad Juju if you don't do your own Due Diligence. You really ought to read the Disclosure Statement, the ballots you receive, and contemplate. That's what they are there for. To "Disclose".
See my disclaimer above, and my signature below. Hire whomever you want, if needed, to help you. This is all IMHO -- In my humble OPINION.
28) My tin foil hat, that talks to me, says the box for "opt out", that I plan to leave blank, is going to be checked by some nefarious alien {hired by Rosen}, what do I do about that?
Consider voting on-line and/or via phone {they record that stuff} if your broker allows it. On-line voting will give you a confirmation of your votes. If you are required to mail it in, and your tin foil hat is worried about it, then write on the ballot "I did not check the 'opt out' box, and I do not want it 'checked' for me"... and/or write a notarized letter, etc. Make photocopies. Ask your broker to call you back and verify your intentions, etc, etc... Whatever it takes for your tin foil nature to feel better about things.
Some shareholders have brokers that, through past experiences, also include being able to go into the local branch of your broker, and vote in-person -- they record it using their computer, make the appropriate elections, hand you a copy of your votes, and you can ensure it that way. Remember, each broker sets up THEIR own way to conduct the "beneficial ballot" elections. You MUST use their method or methods they provide you.
In short, you must talk to your broker to calm your tin-foil.
29) What happens when I vote my shares with my broker?
Your shares are supposed to be 'locked' (fixed) from trading at that point. The broker is supposed to move them to what is technically called a Contra-CUSIP -- like a 'tag' for indicating how you voted. That stays 'locked' until the plan is approved and executed, and NewCo shares are issued.... or the plan doesn't get approved {see above}
30) What happens if my shares don't get locked when I vote?
I'd be darned worried. That's a huge red flag and I'd be asking my broker post-haste why not.
Seeing your shares "locked" in your account is a GOOD THING, it means your vote was cast and properly handled by your broker.
31) I want to play games during the "Twilight Zone" period -- playing trading games after the various 'voting periods' -- selling or buying shares, etc, etc. What happens with those shares?
By definition, the "Twilight Zone" brings mysterious, and unanticipated outcomes. You are on your own if you play such games. Nobody can be for sure. ("Twilight Zone" -- it's an American-ism... from the TV show of the late 1950s to early 1960s -- ergo, http://en.wikipedia.org/wiki/The_Twilight_Zone }
The Twilight Zone dealt with bizarre and non-expected circumstances, as a story line.
"Each episode (156 in the original series) is a mixture of self-contained drama, psychological thriller, fantasy, science fiction, suspense, or horror, often concluding with a macabre or unexpected twist."
31b) If you're determined to delay your personal voting because you want to play games in the market, by the skin-of-your-teeth, and/or you want vote and then buy or sell more shares and hope you and your broker can figure that all out, be my guest. I think it's quite a dancing act for you and your broker.
If you are STILL determined to play games in the "Twilight Zone" -- then you better read the DS very closely, and digest it, especially the first 30 pages or so. And you better know the difference between a "Master Ballot" and a "Beneficial Ballot", and you better know your Brokers deadlines for voting, their procedures (if any) for changing a vote or quantity of securities after you vote - buy and/or sell, etc... and (like above says) why the dates are different between what the DS says and what your broker will say, and what the DS says about what does and doesn't count for voting, and you better know what all the terms they are using mean, and understand all the exceptions, etc they mention. Go for it. Once again, you have been warned.
"page 25. Ballots and Election Forms that won't be counted."
"page 27. Item 53. Treatment of claims or equity interests for shares not tendered or blocked"
32) How long, after bankruptcy exit, will my NewCo stocks be private and possibly untradeable?
Nobody knows. Even the EC doesn't know. While we think that they may be tradeable on the "pinks" again, shortly after. That may not be true.
The EC has warned as such.
In their Q&A from 1/6/2012 - Docket 9350 -- http://www.kccllc.net/documents/0812229/0812229120106000000000006.pdf
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.
So, in other words, NewCo stock may not be liquid and immediately tradable. And how long that exists is unknown.
33) Why would a holder of multiple different classes vote, on the Plan (POR), each class differently? {a holder of WAMUQ (commons), and/or WAMPQ/WAMKQ (Preferreds) and/or WAHUQ (PIERS) }
You might "like" how a given class is treated in the plan for one class, and not "like" how it's treated for other classes you hold.
It's a personal decision. This is what the "Disclosure Statement" is about. It is to clarify, or disclose what each class would be affected by if/when the Plan (POR) is confirmed.
But regardless, a decision about voting against Releases is different, and affects even if you vote "against" a plan.
34) If I vote for or against the plan, what is that really meaning?
Voting for or against the plan, barring a really strange situation where every 'impaired' class votes against -- is really just an "indication" to the court of how that class feels...
That's really all the "vote" on the plan means. -- {Read further}
The court, needs only "one impaired class" (and there are many) voting yes to approve the plan. Doesn't mean they will, but that's the legal requirement, one "impaired" class voting for the plan.
Every prior vote has met that requirement. Eg, in every prior vote, at least one impaired class said "yes" to the plan (POR).
So, my opinion is, that voting YES or NO on the plan is just giving the court an "indication" on how you feel.
But granting releases -- that's different -- you either get or don't (regardless of your vote on the plan) -- based on your "opt out" of releases -- some NewCo shares. Again, this assumes that this plan is confirmed (approved) -- this plan is supported by the EC.
For the technical record, if every single impaired class does vote NO, then the court cannot approve the plan. That seems bizarrely implausible here. The court can, as they have already before, deny a plan anyway because something they don't like. This one seems railroaded for approval, but that's just my opinion. So votes for/against the plan are just indications -- IMHO.
35) Huh? Can you make that just a little more clear?
Ugh. One last try.
For perfect clarity, here are the five possibilities:
1) Vote FOR the Plan and leave the "Opt Out" blank -- you are indicating you are accepting the plan, and are releasing, and get NewCo shares if the plan is confirmed.
2) Vote AGAINST the plan and leave the "Opt Out" blank -- you are indicating that you do not accept the plan, but are releasing, but you still do get NewCo shares if the plan is confirmed.
3) Vote AGAINST the plan and check the "Opt Out" box -- you are indicating you do not accept the plan, and are refusing any NewCo shares so you can sue on your own - and are not granting releases.
4) Vote FOR the plan and check the "Opt Out" box -- you are indicating you accept the plan, and are refusing any NewCo shares so you can sue - and are not granting releases. -- this combination makes no sense, but you could do it.
5) Don't do anything. You neither are voting for or against the plan. HOWEVER, because you didn't do anything, you didn't give releases, and you get no NewCo shares. You can sue on your own.
36) I'm in the US, or a US Citizen, will I have to also fill out an IRS W9 form?
Most likely, yes. Past votes of classes where there may have been a distribution, did have SOME of the brokers requiring - in addition to the ballot - an IRS W9 form as well. Read VERY CLOSELY the instructions you get from the broker on this, and if it applies to you. If the broker says you must, then you MUST. If you are unsure, as always, check with your broker, a tax professional, and/or an accountant, etc.
36b) I'm allergic to W9's, my broker already has mine, W9's don't apply to me, I think W9's are communist plots, etc.
Fine. If your broker wants one, then you ask THEM what happens if you don't provide it. In short, if my broker wants one, even if I've already given him one before -- if he asks for it again, I'm giving it to him. I will not be risking that my ballot is delayed or otherwise not counted because I was playing coy with my broker asking for the W9 to be filled out again. A W9 is pretty simple, just your Social Security Number {if an individual} on a piece of IRS paperwork. Take a look. http://www.irs.gov/pub/irs-pdf/fw9.pdf
37) I'm not in the US or a US Citizen, will I have to also fill out some sort of form similar to an IRS W9?
I do not know. That's definitely a case-by-case, and country-by-country issue. I can't help you. Talk to your broker and read your voting packet closely. Even if I had answers, it's likely to be such a long table of permutations (citizen or not, which country, citizen of country x living in country y, etc, etc) that it's just bound to be wrong.
38) What about this 70/30% split of NewCo stock between Preferreds and Commons? Is that in stone?
See item #10. Read the TPS letter and the EC's Q&A. It is very clear in both, that the 70/30% is up to the court. It is a proposed split.
Also read Bankruptcy Code Section 1129(b)(2)(C), as TPS claims it is also applicable here.
39) Will the 70/30% split change?
WILL is subjective, up to the court. CAN it change, is factual -- yes it can. The plan specifically grants such flexibility to the court.
40) When will we know if this split changes?
The most likely way is going to be through the Court's Opinion and Ruling on the plan. See #9 above.
41) But that makes no sense. Am I really supposed to vote, not knowing if the percentage is changing?
Yea. Buck it up. That's the way the plan is written.
42) Wait a second, you mean if I hold commons and the court does something {outrageous?} like 100/0%, and I get nothing -- and I've already released everybody? What about that?
The court has already said that you can't release {or be bound by one} if you don't get a distribution. That said, that's not legal advice, or any suggestion either way. So with this one, consult a professional if you have concerns -- see my disclaimer above.
99) I only skimmed this. What happens now if I post a question that you have already answered?
You get full wrath and scorn from me and from others. And I hope they just reply with "See Catz #xx" and are not nice to you either.
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That's it for now. Look for an updated version later. This is Version 1.1
...Catz
Disclosure: Catz owns all securities -- WAMUQ, WAMPQ, WAMKQ, WAHUQ, and DIMEQs. This is written, intentionally as 'agnostic' to all the securities
