BREAKER098
8 hours ago
It bugs me so much when people post links with no comments. Are you waiting for me to do the leg work? I will. I always do.
The document is a Memorandum Opinion from the U.S. District Court for the District of Columbia, dated March 14, 2025, regarding a lawsuit involving Fannie Mae and Freddie Mac shareholders. The case revolves around the Net Worth Sweep, a provision in the Third Amendment to the Senior Preferred Stock Purchase Agreements (PSPAs) between the Federal Housing Finance Agency (FHFA) and the U.S. Treasury. The Net Worth Sweep, enacted in 2012, required the GSEs to transfer nearly all of their profits to the Treasury, effectively nullifying dividends for other shareholders.
Shareholders sued, claiming this arrangement breached the implied covenant of good faith and fair dealing, harming their investments. In August 2023, a jury found in favor of the shareholders, awarding them $612.4 million in damages. The defendants (FHFA, Fannie Mae, and Freddie Mac) then filed a motion for judgment as a matter of law, arguing that the juryโs verdict should be overturned. The court denied this motion, upholding the juryโs decision and confirming the award. The ruling supports the argument that the Net Worth Sweep unfairly diluted shareholder value and breached contractual obligations.
This decision could have major implications for Fannie Mae and Freddie Macโs future ownership structure and potential shareholder recovery. The case may still be appealed, but for now, the ruling favors non-Treasury shareholders.
kthomp19
10 hours ago
Has anyone substantiated the comment related to required CET1 levels only being satisfied via retained earnings? The comment was supposedly made during the Urban Institute roundtable.
Do you have a quote? I haven't heard about that comment.
Been looking but cannot find anywhere that state regulatory capital can only be built via RE.
The definition of core capital in 12 USC 4502(7) is:
(7) Core capitalThe term โcore capitalโ means, with respect to an enterprise, the sum of the following (as determined in accordance with generally accepted accounting principles):
(A) The par or stated value of outstanding common stock.
(B) The par or stated value of outstanding perpetual, noncumulative preferred stock.
(C) Paid-in capital.
(D) Retained earnings.
The core capital of an enterprise shall not include any amounts that the enterprise could be required to pay, at the option of investors, to retire capital instruments.
Core capital is the only kind that can count towards the minimum (leverage) capital requirement. That means the only ways to directly increase it are to sell new common stock, sell new non-cumulative preferred stock, increase paid-in capital (conversion of the seniors to commons would do this), or retain earnings.
CET1 is even more restrictive because CET1 doesn't include any preferred shares. The only way to increase that is sell new common stock, increase paid-in capital, or retain earnings.
kthomp19
10 hours ago
Are you saying that every buyer of common stock is unreasonable?
I'm saying that there is no reasonable expectation for any buyer of FnF stock after the NWS, even now with the jury verdict and subsequent LP ratchet letter agreements, to have any economic rights given the current status of the contract and amendments.
The January 2021 letter agreement, which established the LP ratchet up to the full capital requirements plus buffers,
I would disagree. If someone buys a common share today, clearly after the NWS, they are expecting economic rights.
There's only one thing that could truly settle this disagreement, which is actually filing a lawsuit. Sound familiar?
(Though you should note that your prior accusation that I shut down debate by pointing to my first signature line has been proven incorrect; I have been debating you on the merits of your putative case for quite some time.)
This is reasonable in light of the Conservatorship being temporary, the NWS having been deemed a breach of the implied covenant of good faith and fair dealing, and the Charter Act which creates these as privately owned entities, not government owned. Are you saying that every buyer of common stock is unreasonable?
No, I'm saying that anyone who bought FnF shares (common or junior pref) after the NWS has no reasonable expectation of future economic value. You have already said that you disagree with this, but again this disagreement can only truly be resolved by a court.
In addition to the single day drop in share price, there is a ripple effect that was ongoing, via suppressed share price, lack of dividends, etc. Nothing that could be calculated as damages, because we can't say what would have happened if not for the NWS, but there is implied damage beyond the initial price drop.
Lamberth clearly disagreed with that last part because he didn't allow any damage models other than the price drop one to be used.
But at no point did the court say that the GSE shareholders relinquished their rights, or that the GSEs could not be released and/or recover economic value for shareholders. We get the jury award and KEEP the common and preferred shares and economic rights contained therein.
What economic rights? The NWS removed all of common and juniot pref holders' liquidation and dividend preference, and the letter agreements kept that status quo in place. What remains?
kthomp19
10 hours ago
Yes, as far as I recall, they sold off their assets - mostly real estate holdings, and used the proceeds to pay down debt, and buy back all of the common stock. I don't know if they paid off all debtors, or just the ones that required them to do so. There were some assets left over, but not enough to redeem preferred, so they were left untouched. Again, going off memory - I don't believe their balance sheets were consolidated. They used some stock gymnastics - Wheeler "owned" CDR via one remaining common share that they controlled. CDR technically was still it's own entity, but no longer publicly traded with the single stock remaining. That left the preferred in limbo and fully under control of Wheeler.
Thanks for the explanation. That doesn't sound like a technical liquidation, just an "outside" tender offer for the common shares only.
Neither of those things happened, however the lawsuits were dismissed. There were a few of them, this is one that I think summarizes the situation: Kim vs CDR. The allegations were for a breach of the implied covenant of good faith and fair dealing, and breach of fiduciary duty.
It looks like lawsuit threats didn't work there either!
The argument by Preferred holders was that in a liquidation scenario, preferred should have been redeemed before common. Under a change of control scenario, preferred should have been given the option to convert their preferred to common. Neither of those things happened, however the lawsuits were dismissed.
That's understandable. There was no actual liquidation, and I assume that the preferred contracts didn't contain a unilateral conversion option (else they would have exercised it).
I don't believe it's relevant to the GSEs, unless there is some new entity established that FnF get merged into. That would require Congress, so seems highly unlikely to me.
That makes sense. I have long since believed that the only two ways for FnF junior pref holders to get screwed were FnF transferring everything into newcos, which is only possible via receivership or Congress. It looks like WHLR was essentially the newco for CDR.
kthomp19
10 hours ago
So "Seniors" = SPS + LP and thus you treat SPS + LP as pari passu (i.e. with equal claim/footing, no distinction).
SPS = Senior Preferred Shares
LP = Liquidation Preference
They aren't separate things. The LP of the seniors stands at around $350B for FnF combined.
Isn't there talk of potentially 'honoring' the SPS (original), but not the LP? (i.e. writing just the LP off)
Talk, yes, but it comes almost exclusively from those who currently hold commons. Likely because their only path to making significant money from here requires just such a LP writeoff.
Contrast that to John Paulson and Mark Calabria, people with actual ties to the administration, that treat senior conversion as a foregone conclusion.
Also, looks like Lamberth made Final Judgement & thus the 60-day appeals window is now ticking.
Yes, I believe that's true. We should hear something by mid-May.
kthomp19
10 hours ago
First, Treasury and FHFA must agree to cancel the net worth sweep (NWS increase dollar for dollar on retained earnings) eliminate Treasuryโs liquidation preference, and cancellation of the Senior Preferred.
"Must"?! Or else what? You're going to tell your mommy?
It's clear that you have no intention of filing your own lawsuit, despite your constant whining over illegal and unconstitutional activity. Hypocrite.
Fannie and Freddie already have repaid their senior preferred stock, to make the companiesโ repay their indebtedness to Treasury twice would be fraudulent.
Wrong again. If Treasury converts the seniors to common the second round of payment they receive won't come from the companies, but instead outside investors who buy Treasury's common shares. Saying that the companies will have repaid Treasury twice is just plain false.