WMIH Highlights (February Newsletter by Ali Meshkati)
Since 2008, Washington Mutual has been a symphony of various anomalies. The bankruptcy being one of the largest in U.S. corporate history was certainly anomalous. The matter in which
the bankruptcy took place, with JPM stepping in and essentially being handed the keys to the 100+ year old corporation with some 50,000 employees and thousands of branches for $1.9 billion was anomalous. The soap opera that would turn out to be the bankruptcy proceedings with various hedge funds, an equity committee, riveting testimony, the threat of insider trading charges and the eventual recovery vehicle in the form of WMIH was anomalous. Everything surrounding this distressed situation from the onset has been filled with anomalies of one form
or another.
The anomalies continue further on with the present day vehicle that is WMIH. From Blackstone initially signing on as an adviser from the onset of the shells emergence. To the esteemed board of directors who became involved in a pink sheet listed shell that nobody was paying attention to, much less investing in during 2012. To the eventual partnership with KKR. The funding of $600 million into a pink sheet listed shell with Citi wanting a piece of the action. To the involvement of William Gallagher, who just finished up a multi-year project of liquidating distressed mortgages with Capmark. And prior to that spent 20 years with RBS Greenwich. A corporation that, by the way, was intimately involved with Washington Mutual as a counterwriter for numerous mortgage securitizations over many years before the financial crisis struck.
The above list is one anomaly after another. All unusual circumstances that point to an equally unusual outcome. Bringing me to my point. How can a reasonable, thoughtful individual believe that this history of anomalies will simply stop with a shell corporation eventually acquiring one or two average companies that go on to create average profits, with average growth for a period of 4-5 years?
A reasonable individual must assume that as anomalous as this situation has been on the downside and now in the early stages of recovery, the upswing will be equally as anomalous in nature, from both the structure of the corporation that is to come and the value that will created as a result.
You cannot reasonably assume otherwise. To do so is a direct contradiction of the nature of this investment post-crisis. I won't pretend to be smart enough to know exactly what form the anomalies that are to come will take. However, we have been given enough clues that I have reviewed over what is now nearly three years of being involved with WMIH to be confident enough to have this position populate a significant percentage of overall net long exposure. In fact, just after the close of trading on the final trading day of February, a bevy of significant clues as to the future of WMIH were released in the annual 10-K filing and the proxy statement for the annual shareholder meeting to be held April 28th.
We have learned that Blackstone is no longer needed as an adviser. As of January, WMIH terminated its relationship with Blackstone. For those that do not remember, Blackstone was hired in July of 2012 to assist WMIH in locating buyout targets. The termination of that relationship directly points to the fact that Blackstone has succeeded in their mission. A buyout target has been discovered, although yet to be announced. KKR is essentially taking over from this point forward.
We have learned that William Gallagher is now officially slated to become the CEO of the WMIH. I have speculated since the release of the 8-K announcing the details of the preferred offering to KKR & Citi, which showed Gallagher as being a newly hired consultant to the company, that he would eventually become the CEO. This is now fact.
We have learned that WMIH is quadrupling the number of shares available for executive compensation. A clear sign of the incentivized growth that is anticipated to take place.
We have learned that the company is seeking to authorize 3.5 billion common shares with 10 million shares of preferred stock. These are massive numbers, without a doubt. They point to substantial financing needs being anticipated for the company going forward. The elementary school level investors among us, of which Wall Street is overly-populated, will automatically see these numbers and assume dilution of a massive scale. This is primitive financial thinking at its best.
We know that WMIH will not issue these shares all at once. These authorized, not yet issued shares, are meant to satisfy the financing needs of the company for 5-10 years, if not longer.
The company anticipates that financing needs will be substantial as hinted at by the number of shares they are seeking. Additionally, our partners, board and executives, will also be subject to the same dilution we are as shareholders, especially with numbers of this scale. They would not dilute themselves out of this opportunity without well-timed, well allocated capital that provides a substantial return in exchange for the dilution over a period of many years.
The more salient point and one that should transfix the attention of investors is the scale of operations that are being planned here. The hints of a significant financial operation that is in the midst of being born have only been amplified in recent months. With the information presented in Friday's filings, they have gone from the realm of hints to absolute fact.
We have learned that David Tepper of Appaloosa fame has increased his position in WMIH through the convertible preferred offering announced in December 2014. His firm purchased 14% of the offering, which was only second to KKR.
We have learned that the company will reincorporate to Delaware from Washington, as Delaware has more favorable corporate laws.
I expect that the pace of 8-K filings is in the midst of a dramatic acceleration. Especially once all of the proposed changes are approved at the April shareholder meeting. By summer, after 3 years invested in WMIH, we should have a clear picture of what this company is and what it can become.