Based upon a sampling of what MANY of us have logically concluded regarding our situation to date, I formed an outline of the general facts as we think we know them. There is no number crunching here because of the fact that the PPS is so unstable. It is as nervous as a cat stuck in a dog kennel. It will keep dancing to the tune of “offer counter offer” until the Judge signs off on the final settlement agreement.
What we know:
1. Rosen presented a plan that has been in the works for a good deal of time. He was simply throwing numbers on the table as a starting point.
2. The Trustee had early and full knowledge of the plan and that is precisely why he requested and supported the quick formation of an EC.
3. Rosen argued that there was no need for an EC because there was no value available for equity. (Not a lie, but simply a statement of fact for that particular moment in time.)
4. Judge W stated that the stock is still trading and she believed that equity had value. (She was looking toward the future…all things being considered.)
5. Judge W approved the formation of the EC, disallowing the objections of Rosen.
6. Judge W allowed full expenses paid for the EC which represents a show of faith in her convictions regarding the legal need for an EC.
7. Rosen’s plan is only a “proposed” plan and Rosen admitted in court that it could fall apart if all parties did not approve of it. (He knows full well that all parties will not agree to approve it, and as such, he knows that it will fall apart.)
8. Rosen’s admittance that the plan could fall apart stands as an open door invitation for further negotiations.
9. Rosen would have been lambasted by Judge W had he entered court with no plan since that is why he requested an extension.
10. Judge W could not criticize Rosen’s plan because she must remain neutral until a final and “approved by all parties” plan has been officially presented to the court for her review. (She is the adjudicator and not the negotiator.)
11. The presentation of Rosen’s plan bought time for JPM because it bypassed Judge W’s SJ decision on the 4 billion.
12. Had Judge W ruled against JPM on the 4 billion, JPM would have had to make an offer of form of payment.
13. Rosen, by avoiding an instant SJ turnover of the 4 billion by JPM, kept the negotiation door open. Because of this, Rosen was able to ensure that the 4 billion dollar issue remains as unresolved leverage.
14. A critical turning point is that Rosen has established himself in a new role as a “Settlement Negotiator” rather than an attack lawyer.
15. Weil and Rosen (as we all admitted at the time) did an excellent job establishing leverage via litigation and turnover threat and as such, holds credibility and powerful negotiating leverage with our adversaries.
16. Rosen, as a settlement negotiator, and even to our disliking, must “appear” to remain neutral to all parties in order to maintain full credibility. He must now gingerly attempt to satisfy all parties in order to complete the end game.
17. It is now the sole duty of the EC and their legal team to fight for fair value on our behalf. That is their role. They must become the new attack dogs…
18. Rosen has removed himself from the fight and has become the referee and persuader.
Beyond this point, and disallowing speculation, we are in the dark. I believe that we should look for our EC to take on their new responsibility as “equity negotiators”. We are now positioned in waiting mode. Perhaps the EC billing statements will provide us with new inside hints as to the strength of their resolve.
