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IN UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
---------------------------------------------------------x : In re: :
: :
WASHINGTON MUTUAL, INC., et al.,1 : : : Debtors. : : ---------------------------------------------------------x
Chapter 11 Case No. 08-12229 (MFW) Jointly Administered Objection deadline: February 16, 2010 at 4:00 p.m. Hearing Date: February 22, 2010 at 3:00 p.m.
APPLICATION OF THE OFFICIAL COMMITTEE OF EQUITY SECURITY HOLDERS FOR AN ORDER AUTHORIZING THE EMPLOYMENT AND
RETENTION OF VENABLE LLP AS ITS COUNSEL PURSUANT TO 11 U.S.C. § 1103, NUNC PRO TUNC TO JANUARY 11, 2010
The Official Committee of Equity Security Holders (the “Committee”) appointed
in the above-captioned chapter 11 case of Washington Mutual, Inc., et al. (the “Debtors”),
submits this application (the “Application”) for entry of an Order, pursuant to 11 U.S.C. § 1103,
Fed. R. Bankr. P. 2014 and Del. Bankr. L.R. 2014-1, authorizing the employment of the law firm
of Venable LLP (“Venable”) as counsel for the Committee. In support of the Application, the
Committee relies upon the Verified Statement of Gregory A. Cross (the “Verified Statement”)
attached hereto and incorporated herein by reference, and respectfully represents as follows:
JURISDICTION AND VENUE
1. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C.
§ 1334. This is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2). Venue of this
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are:
(i) Washington Mutual, Inc. (3725); and (ii) WMI Investment Corp. (5395). The Debtors’ principal offices are located at 1301 Second Avenue, Seattle, Washington 98101.
2
chapter 11 case in this district is proper under 28 U.S.C. §§ 1408 and 1409.
2. The statutory predicates for the relief requested herein are 11 U.S.C.
§ 1103, and Fed. R. Bankr. P. 2014, and Del. Bankr. L.R. 2014-1.
BACKGROUND
3. On September 26, 2008 (the “Petition Date”), the Debtors filed voluntary
petitions under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). The
Debtors are authorized to continue to operate their businesses and manage their properties as
debtors-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. No trustee or
examiner has been appointed in this case.
4. On January 11, 2010, the United States Trustee appointed the following
members to the Committee: (1) Dorothea Barr; (2) Esopus Creek Value, LLC; (3) Kenneth I.
Feldman; (4) Tyson Matthews; (5) Joyce M. Presnall; (6) Saul Sutton; and (7) Michael
Willingham.
5. The Committee has selected Venable to serve as its counsel in this above-
captioned case.
RELIEF REQUESTED
6. Through this Application, the Committee seeks authority to employ
Venable as its counsel effective as of January 11, 2010, the date of the appointment of the
Committee.
VENABLE IS WELL QUALIFIED TO REPRESENT THE COMMITTEE
7. With offices in California, Maryland, New York, Virginia, and
Washington, D.C., Venable is a nationally recognized law firm with extensive experience and
expertise in bankruptcy and reorganization proceedings. The Committee has selected Venable to
3
represent it and perform services for the Committee in connection with carrying out its fiduciary
duties and responsibilities under the Bankruptcy Code consistent with section 1103(c) and other
provisions of the Bankruptcy Code.
8. Attorneys at Venable have extensive experience and a national reputation
in bankruptcy and reorganization proceedings. Through Venable, the Committee will have the
benefit of such knowledge and experience, as well as the ability to call upon other attorneys
within Venable with expertise in other specialized areas of law including corporate and securities
law, tax, banking, finance, real estate, government contracts, legislative affairs, technology,
telecommunications, energy, transportation, bioscience, pharmaceuticals, intellectual property,
and labor and employment law.
9. Venable’s bankruptcy and creditors’ rights attorneys have a wealth of
experience in complex national bankruptcy cases, corporate reorganizations, workouts and
related litigation. Attorneys at Venable have been involved in a wide range of matters including
the representation of debtors, creditors’ committees and trustees in significant Chapter 11 cases
in Maryland, New York, Virginia, the District of Columbia and Delaware. Venable has been
involved in noteworthy cases including representing the Official Committee of Unsecured
Creditors of Howard Delivery Services, Inc. in a successful petition for certiorari to the U.S.
Supreme Court in a case involving the priority status of unpaid workers’ compensation liability
insurance premiums.2 Venable attorneys have represented various creditors, creditors’
committees, and lenders in the Chapter 11 cases of, among others, Alamo National Rental Car,
General Growth Properties, Inc., Lehman Brothers Holdings, Inc., Magna Entertainment
Corporation, DBSI, Inc., Kmart, Inc., Glasstech Holdings, Inphomation Communications, Inc.,
2 Howard Delivery Service, Inc. v. Zurich American Ins. Co., 547 U.S. 651 (2006).
4
the operator of the Psychic Friends Network, Geonex Corporation, and the Driggs Corporation.
Venable has served as debtor’s counsel in the Chapter 11 cases of, among others, USA Floral
Products, Inc., CRIIMI MAE, Inc., Thornburg Mortgage, Inc., Iridium Operating LLC, and
US Office Products Company. Additionally, Venable served as special litigation counsel for
Enron Corp. (now known as Enron Creditors Recovery Corp.) in the Enron bankruptcy case.
10. Subject to this Court’s approval, Venable will charge the Committee for
its legal services on an hourly basis, recorded in tenths (1/10th) of an hour increments, plus
reimbursement of actual and necessary expenses incurred by Venable, at cost or based on
formulas that approximate the actual cost where the actual cost is not easily ascertainable. In the
normal course of business, Venable revises its hourly rates from time to time to reflect economic
and other conditions. Venable’s current customary hourly rates, subject to change from time to
time, for the persons currently anticipated to be involved in this engagement, range from $465.00
to $725.00 for partners, $295.00 to $425.00 for associates and $185.00 to $245.00 for paralegals.
Because the fees: (a) are based on hourly rates and will correspond to the degree of effort
expended on the Committee’s behalf; and (b) are Venable’s usual and customary rates for
services of this nature, Venable believes, and therefore avers, that the terms and conditions of
Venable’s employment are reasonable.
11. In addition to the hourly rates set forth above, Venable customarily
charges its clients for all costs incurred, including photocopying charges, long distance telephone
calls, outgoing facsimile transmissions, messengers, courier mail, computer assisted legal
research, overtime meals, transportation, travel, lodging, meal charges for travel and business
meetings, printing, transcripts, court fees, document retrieval and similar items. As such,
Venable will be seeking reimbursement of all such charges incurred with respect to or on behalf
5
of the Committee, consistent with this Court’s Local Rules. The Committee has been advised
that Venable will use every effort to staff the engagement in a cost-effective manner, including
utilizing the firm’s paralegal assistants to handle those aspects of this case that can best be
managed by a paralegal.
12. Venable intends to apply to this Court for periodic allowances of
compensation and reimbursement of costs in accordance with the applicable provisions of the
Bankruptcy Code, the Bankruptcy Rules, the Local Rules and general orders of this Court.
VENABLE IS A “DISINTERESTED PERSON”
13. To the best of the Committee’s knowledge, information, and belief, and as
confirmed by Venable in the Verified Statement submitted herewith, Venable does not hold any
interest adverse to the Debtors’ estate and, while employed by the Committee, will not represent
any person having an adverse interest in connection with this case. Further, based upon the
Verified Statement, the Committee believes Venable is a “disinterested person” as such term is
defined in section 101(14) of the Bankruptcy Code.
14. As set forth in the Verified Statement, Venable may have in the past
represented, or may currently represent, in matters wholly unrelated to this case, certain entities
and other parties in interest who may have some connection to this chapter 11 case or to the
Debtors. To the best of the Committee’s knowledge, information and belief based upon the
Verified Statement, consistent with section 1103(b) of the Bankruptcy Code, Venable does not
represent any other entity having an adverse interest in connection with the case that would
preclude it from acting as counsel to the Committee.
15. The Committee believes that the employment of Venable is necessary and
in the best interests of the estate, enabling the Committee to carry out its fiduciary duties owed to
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: WASHINGTON MUTUAL, INC., et al.1,
Debtors.
) ) ) ) ) ) )
Chapter 11 Case No. 08-12229 (MFW) Jointly Administered Objection Deadline: February 16, 2010 at 4:00 p.m. Hearing Date: February 22, 2010 at 3:00 p.m.
NOTICE OF APPLICATION
The Official Committee of Equity Security Holders (the "Committee"), by and through its
undersigned proposed counsel, has filed its Application for an Order Authorizing the
Employment and Retention of Venable LLP as its Counsel Pursuant to 11 U.S.C. §§ 1103,
Nunc Pro Tunc to January 11, 2010 (the "Application").
You are required to file a response, if any, to the Application on or before February 16,
2010 at 4:00 pm. (ET).
At the same time, you must serve a copy of the response upon movant's attorneys:
Gregory A. Cross, Esquire VENABLE LLP
750 East Pratt Street, Suite 900 Baltimore, MD 21202
Jorian L. Rose, Esquire VENABLE LLP
Rockefeller Center 1270 Avenue of the Americas
Twenty-Fifth Floor New York, NY 10020
A HEARING ON THIS MATTER WILL BE HELD ON FEBRUARY 22, 2010 at 3:00
P.M. BEFORE THE HONORABLE MARY F. WALRATH AT THE UNITED STATES
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, are:
(i) Washington Mutual, Inc. (3725); and (ii) WMI Investment Corp. (5395). The Debtors' principal offices are located at 1301 Second Avenue, Seattle, Washington 98101.
2
BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET, 5TH
FLOOR, WILMINGTON, DELAWARE, COURTROOM NO. 4.
IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT
MAY GRANT THE RELIEF REQUESTED WITHOUT FURTHER NOTICE OR HEARING.
Dated: January 27, 2010
BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP
By: /s/ Bradford J. Sandler
Bradford J. Sandler, Esquire (No. 4142) 222 Delaware Avenue, Suite 801 Wilmington, DE 19801 (302) 442-7010 (telephone) (302) 442-7012 (facsimile) [email protected]
Proposed Counsel to the Official Committee of Equity Security Holders
IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE
-------- --- --- --- - --- ------- ---------- --- --- ------ ------- )(
In re:Chapter 11
WASHINGTON MUTUAL, INC., et al., i Case No. 08-12229 (MFW)
(Jointly Administered)Debtors.
---- -- -- - -- --- ---- -- - ------ ------ ---- - --- --- ---- -- - ------ )(
VERIFIED STATEMENT OF GREGORY A. CROSS IN SUPPORT OF THEAPPLICATION OF THE OFFICIAL COMMITTEE OF EQUITYSECURITY HOLDERS FOR AN ORDER AUTHORIZING THE
EMPLOYMENT AND RETENTION OF VENABLE LLP AS ITS COUNSELPURSUANT TO 11 U.S.c. § 1103, NUNC PRO TUNC TO JANUARY 11,2010
STATE OF MARYLAND )) SS:
CITY OF BALTIMORE )
Gregory A. Cross, Esquire, being first duly sworn, deposes and declares under penalty of
perjury:
1. I am a member of the law firm of Venable LLP ("Venable"), and I am authorized
to make this verified statement (the "Verified Statement") on its behalf. My firm maintains
offices for the practice of law at, among other places, 750 East Pratt Street, Suite 900, Baltimore,
Maryland 21202, and 1270 Avenue of the Americas, 25th Floor, New York, New York 10020. I
submit this Verified Statement in support of the Application of the Offcial Committee of
The Debtors in these chapter I I cases, along with the last four digits of each Debtor's federal tax identification number, are:(i) Washington Mutual, Inc. (3725); and (ii) WMI Investment Corp. (5395). The Debtors' principal offces are located at130 I Second A venue, Seattle, Washington 9810 i.
Equity Security Holders of Washington Mutual Inc., et al. (the "Committee") for an Order
Authorizing the Committee to Employ Venable LLP as its Counsel Pursuant to 11 U.S.C.
§ 1103, Fed. R. Bank. P. 2014 and DeL. Banr. L.R. 2014-1, Nunc Pro Tunc to January 11,2010
(the "Application").
2. This Verified Statement is given in part on personal knowledge and in part on
information and belief based on discussions with attorneys and employees at Venable whom I
consider reliable for the purposes of the matters discussed, and in part on reviewing records
provided to me by Venable colleagues and employees.
3. With offices in California, Maryland, New York, Virginia, and Washington, D.C.,
Venable employs appro)(imately 550 attorneys and is a nationally recognized law firm with
e)(tensive e)(perience and e)(pertise in (a) bankptcy and reorganization proceedings, and (b) a
wide variety of other commercial and litigation matters. The firm is well qualified to represent
the Committee in this chapter 11 case.
4. To ascertain Venable's "connections," as that term is used in Bankruptcy
Rule 2014,2 with the Debtors and other parties-in-interest herein, Venable (a) reviewed a list of
parties in interest, including the Debtors, their 20 largest unsecured creditors, certain offcers and
directors for the Debtors for last 3 years, certain non-debtor subsidiaries and parties to pending
litigation involving the Debtors and the members of the Committee identified on E)(hibit 1 hereto
(the "Initial Conflicts Check"),3 and (b) distributed a memorandum to all Venable attorneys and
2 To the best of my knowledge, the term "connection" as used in Bankruptcy Rule 2014 and the proper scope of a
professional's search for a "connection" have not been defined and it is, therefore, uncertain what this Court may consider tobe a "connection" that requires disclosure. Out of an abundance of caution, this verified statement discloses many thingsthat I believe are not disqualifying under either section I I 03 of the Bankruptcy Code or applicable standards of professionalconduct.
3 As part of that review, Venable compared the Initial Conflicts Check list with the names of its current and former clients inits electronic database. This database generally includes the name of each client of Venable and the names of each partyknown to be adverse or potentially adverse.
2
other employees asking whether they were aware of any connections with the Debtors and/or the
Office of the United States Trustee. For purposes of that inquiry and this Verified Statement, an
entity is referred to herein as (i) a "Current Client" if Venable has any open matters for such
entity or a known affliate of such entity and attorney time charges have been recorded on any
such matters on or after September 26, 2006, and (ii) a "Former Client" if Venable represented
such entity or a known affiiate of such entity on or after September 26, 2006 based upon
recorded attorney time charges on a matter, but all matters for such entity or any known affiiate
of such entity have been formally closed.
5. Based upon the results of the above-described inquiry and conflct check, to the
best of my knowledge and information Venable (i) does not hold or represent any interest
adverse to the Debtor's estate, (ii) is a "disinterested person" as that term is defined in section
101(14) of the Bankptcy Code, and (iii) has no "connections" with the Debtors, their creditors
or other parties in interest, their respective attorneys and accountants, the United States Trustee,
or any person employed by the United States Trustee other than as set forth below:
(a) Washington Mutual, Inc. ("WMI") is a Former Client with respect tomatters unrelated to these cases. No attorney time was recorded afterOctober 6, 2006.
(b) Akin Gump Strauss Hauer & Feld LLP is a Former Client with respect tomatters unrelated to the Debtors.
(c) Cognizant Technology Solutions is a Former Client with respect to mattersunrelated to the Debtors.
(d) The Federal Deposit Insurance Corporation is a Former Client with respect
to matters unrelated to the Debtors.
(e) Ellott Associates LP is a Former Client with respect to regulatory advice
from November of2008 and February of2009 in connection with thereceivership for Washington Mutual Bank.
(f) Simpson Thacher & Bartlett LLP is a Former Client with respect tomatters unrelated to the Debtors.
3
(g) The Bank of New York is a Current Client with respect to mattersunrelated to the Debtors.
(h) EMC is a Current Client with respect to matters unrelated to the Debtors.
(i) Fidelity National Information Services, Inc. is a Current Client with
respect to matters unrelated to the Debtors.
(j) Grant Thornton LLP is a Current Client with respect to matters unrelatedto the Debtors.
(k) Kurtzman Carson Consultants LLC. is a Current Client with respect tomatters unrelated to the Debtors.
(1) Law Debentures is a Current Client with respect to matters unrelated to theDebtors.
(m) McKee Nelson LLP is a Current Client with respect to matters unrelated tothe Debtors.
(n) Pitney Bowes is a Current Client with respect to matters unrelated to theDebtors.
(0) Verizon is a Curent Client with respect to matters unrelated to the
Debtors.
(p) Wells Fargo Ban, National Association and affliates are Current Clientsof the Firm with respect to matters unrelated to the Debtors.
(q) A member of the Committee, Michael Wilingham, has served as ane)(pert witness for several clients of Venable with respect to mattersunrelated to the Debtors.
(r) Venable attorneys or other employees may have or have had an account,
mortgage loan, credit card or other relationships with Washington MutualBank.
(s) A Venable staff employee holds publicly-traded stock of WMI either
directly or through a 401(k) plan.
(t) Several Venable attorneys have served or are now serving as Chapter 7 or
Chapter 11 Trustees appointed by the United States Trustee in the Districtof Maryland and in the Southern District of New York.
(u) The Debtors and other parties have retained and may in the future retainvarious professionals during these cases. Venable has or may havepreviously worked and wil continue to work with these professionals on
4
various representations, at times representing parties with similar interestsor parties with adverse interests.
(v) As part of its practice, Venable appears in cases, proceedings and
transactions involving many different creditors, shareholders, attorneys,accountants, financial advisors, investment baners and other entities,some of which may be or may represent claimants and paries in interest inthese cases. Venable does not represent any such entity in connectionwith the pending cases or have a relationship with any such entity orprofessional which would be adverse to the Debtors. Venable, however,may represent in the future parties in interest in these cases in matterswholly unrelated to these cases. Venable wil not represent any entityother than the Committee in these cases.
6. The annual fees for each of last two calendar years paid to Venable by each
of the entities identified in paragraph 5 as a Current Client or a Former Client did not
e)(ceed 1 % of the annual gross revenue of Venable.
7. It is possible that Venable, despite reasonable efforts to discover "connections" as
described above, does have "connections" with creditors, directors, offcers, equity security
holders or paries-in-interest not disclosed in this Verified Statement. I am not aware, however,
of any connections not disclosed. If I become aware of any additional connections, I wil
supplement this Verified Statement.
8. Subject to this Court's approval, Venable wil charge the Committee for its legal
services on an hourly basis, recorded in tenths (1/1 oth) of an hour increments, in accordance with
its ordinary and customary rates in effect on the date such services are rendered and submits that
such rates are reasonable. Venable wil seek reimbursement for all costs incurred, including
photocopying charges, long distance telephone calls, outgoing facsimile transmissions,
messengers, courier mail, computer assisted legal research, overtime meals, transportation,
travel, lodging, meal charges for business travel and meetings, printing, transcripts, court fees,
document retrieval and similar items. As such, Venable wil be seeking reimbursement of all
5
such charges incurred with respect to or on behalf of the Committee, consistent with this Court's
Local Rules.
9. No promises have been received by Venable, nor by any partner or any associate
of Venable, as to compensation in connection with this case other than in accordance with
section 504 of the Bankuptcy Code. Neither Venable, nor any partner or any associate of
Venable, has any agreement with any other entity to share with such entity any compensation
received by Venable in connection with this case
10. By reason of the foregoing, I believe that Venable is eligible for employment by
the Committee pursuant to section 1103 of the Bankuptcy Code and the applicable Bankptcy
Rules.
Dated: January;;, 2010.
SWORN TO AND SUBSCRIBED BEFORE ME, this :i 1 day of January, 2010.
d~~'4Notary Public 7
My commission e)(pires: f- ,2.s-~l) ii
6
EXHIBIT 1
Debtors
Washington Mutual, Inc.WMI Investments Corp.
Non-Debtor, Non-Banking Subsidiaries
WM Aircraft Holdings LLCHS Loan Parners LLCSutter Bay Associates LLCSutter Bay CorporationAhmanson GGC LLCAhmanson Residential 2Washington Mutual Finance Group LLCFlower Street CorporationACD3Riverpoint Associates
WMHF A Delaware Holdings LLCGreat Western Service Corporation TwoAhmanson Obligation CompanyACD2Ahmanson Residential DevelopmentB.S. Loan CorporationWM Citation Holdings, LLCAhmanson Developments, Inc.WMI Rainier LLCPCA Asset Holdings LLC
Non-Debtor, Banking Subsidiaries
110 East 42nd Operating Company, Inc.620-622 Pelhamdale A venue Owners CorporationAccord Realty Management CorporationAhmanson Land CompanyAhmanson Marketing, Inc.Bryant Financial CorporationCalifornia Reconveyance CompanyCCB Capital Trust IVCCB Capital Trust IXCCB Capital Trust VCCB Capital Trust VICCB Capital Trust VIICCB Capital Trust VIII
Commercial Loan Partners L.P.Cranbrook Real Estate Investment TrustCRP Properties, Inc.Development, Inc.Dime Capital Partners, Inc.Dime Mortgage of New Jersey, Inc.ECP Properties, Inc.F.C. LTD.FA California Aircraft Holding Corp.FA Out-of-State Holdings, Inc.Great Western FS Corporation, Inc.H.F. Ahmanson & CompanyHarmony Agency, Inc.HCP Properties Holdings, Inc.HCP Properties, Inc.HFC Capital Trust 1HHP Investment, LLCHMP Properties, Inc.Home Crest Insurance Services, Inc.Irvine Corporate Center, Inc.Ladue Service CorporationLong Beach Securities Corp.Marion Insurance Company, Inc.Mats Mats Bay BPS, LtdMid Country Inc.Murphey Favre Properties, Inc.NAMCO Securities Corp.Neah Bay BPS Holdco, Inc.Nickel Purchasing Company, Inc.Norstar Mortgage Corp.North Properties, Inc.Pacific Centre Associates LLCPacoima Investment Fund I, LLCPike Street Holdings, Inc.Plainview Inn, Inc.Providian Bancorp ServicesProvidian Services CorporationProvidian Services LLCProvidian Technology Services Private LimitedRivergrade Investment Corp.
Robena Feedstock LLCRobena LLCSavings of America, Inc.Seafair Securities Holding Corp.Second and Union LLCSeneca Funding (UK) Limited
2
Sivage Financial Services LLCSoundBay Leasing LLCStockton Plaza, IncorporatedThe E-F Battery Accord CorporationWaMu 1031 E)(changeWaMu Asset Acceptance Corp.WaMu Capital Corp.WaMu Insurance Services, Inc.WaMu Investments, Inc.Washington Mutual - Seattle Art Museum Project Owners AssociationWashington Mutual Asset Securities Corp.Washington Mutual Brokerage Holdings, Inc.Washington Mutual Capital Trust 2001Washington Mutual CommunityWashington Mutual Mortgage Securities Corp.Washington Mutual Preferred Funding LLCWashington Mutual Trade Service LimitedWashington Mutual, Inc.Western Service Co.WM Asset Holdings Corp.WM Enterprises & Holdings, Inc.WM Funds Disbursements, Inc.WM Marion Holdings, LLCWM Mortgage Reinsurance Company, Inc.WM Specialty Mortgage LLCWM Winslow Funding LLCWMB Baker LLCWMB St. Helens LLCWMBF A Insurance Agency, Inc.WMFS Insurance Services, Inc.WMGW Delaware Holdings LLCWMICC Delaware Holdings LLCWMRP Delaware Holdings LLCYellowstone Venture, Inc.Washington Mutual BankWashington Mutual Bank fsb
Current and Former DirectorslManagers (up to three years)
Stephen E. FrankAlan H. FishmanDavid BondermanMichael K. MurphyWiliam G. Reed
James H. SteverPhilip D. Matthews
3
Margaret Osmer-McQuade
Current and Former Officers (up to 3 years)
Alfred R. BrooksAlison WatsonAndrea RadosevichAngela D. VekslerAnna GriffelAnthony F. VuotoAnthony T. MeolaBil Murray
Bil Steinmetz
Brandon L. VarnadoreBrenda G. EckCarey M. BrennanCasey M. Nault
Catharine E. KilienCharles E. Smith IIIChristen L. ZZ-BluntChristopher J. BellaviaCinzia A. Keller
Colin Eccles
Craig E. TallCurt BrouwerDamir PekusicDana N. GreenDaniel P. LearyDaryl D. DavidDavid BeckDavid C. SchneiderDavid G. MurphyDavid M. CoultasDebora D. HorvathDeborah BrignacDeveri M. RayDon L. RigsbeeDoreen A. LoganDottie 1. JensenDouglas G. WisdorfElizabeth A. ProctorElizabeth PepperErik E. StromEunhee C. SumnerF ergal StackFernando Hemandez
4
Frank Vella, JrFran W. Baier
Glen D. SimecekGreg CamasGreg Sayegh
Gregory CornickGwendolyn Y. AustinHarold HolbrookHuey-Jen ChiuJake D. DomerJames B. CorcoranJames GorzalskiJan L. OwenJanquelin F. SchragJarrod M. BoneJason R. EakerJeffrey W. GideonJim Gorzalski
Joan 1. OldsJocelyn Tate
John C. BerensJohn E. RobinsonJohn F. RobinsonJohn F. WoodsJohn P. McMurayJoyce M. RaidleKaren CrandallKathleen E. BurtonKelly K. LivingstonKelly P. WilsonKenneth KidoKimberly A. CannonKimberly S. MathysKurt SchumacherLaurie K. HansonLinda O'Brien
Mark A. ReinhardtMartha V. BaggsMatthew "Scott" GaspardMelba A. BarteisMelissa 1. BallengerMichael A. ReynoldsonMichael S. SolenderMichelle McCarthyMiguel P. SuazoMonica 1. Berger
5
Nandita BakhshiNelda SozaNerminka HasanicNicole GonzalezOretha C. BrooksPatricia SchultePeter FreilingerPia JorgensenRandy MelbyRenee T. JohnsonReza AghamirzadehRichard BlunckRichard CareagaRobert "Rob" H. MooreRobert C. BjorklundRobert J. WiliamsShannon L. MacklinSophie H. HumeStephen FortunatoStephen J. RotellaSteve BrintonSteve K. Stearns
Steven AudinoStewart M. LandefeldSusan JacksoSusan R. TaylorSuzanne M. KrahlingSvetlana V. KhomutovaTandrea D. MatthewsThomas CaseyThomas E. MorganThomas M. SchiefferThomas W. CaseyTim M. ClearyTodd H. BakerVincent HuiVirginia DoolenWeijia WuWiliam L. LynchY olandra Johnson
Significant StockholderslInvestors
TPG Capital
6
Secured Creditors
Information Leasing CorporationGeneral Electric Capital CompanyKey Equipment Finance, a division of Key Corporate Capital Inc.General. Electric Capital CorporationFleet Business Credit, LLCEMC Corporation DDI Leasing, Inc.Pitney Bowes Credit CorporationCharlette SneedNancy Lloyd
CIC Works IncKimberly Henn
Top 30 Unsecured Creditors
Bank of New York MellonLaw Debenture Trust Company of New YorkWells Fargo Bank, N.A.Wilmington Trust CompanyVerizon Services Corp.KPMGLLPMcKinsey & Company Inc. USIBMCognizantCB Richard EllisPepoleSupport Inc.Tata American InternationalAT&TEMCSecuritas Security Services USACovansysFidelity National InformaAc)(iom Corp.Tajima CreativeWIPROOracle Corporation
Professionals
Akin GumpGoldman Sachs Group, Inc.Alvarez & MarsalKurtzman Carson ConsultantsJoele Fran, Wilkinson Brimmer KatcherRichards, Layton & Finger, P.A.
7
Simpson Thacher & Bartlett LLPDavis Wright Tremaine LLPPerkins Coie LLPMcKee Nelson LLPGibson Dunn & Crutcher LLPShearman & Sterling LLPMiler & Chevalier, CharteredGrant Thornton
Litigation
FDICJPMorgan Chase
Nadia Y oukelsone
Francisco WenceAmerican National Insurance CompanyAmerican National Property and Casualty CompanyAmerican National General Insurance CompanyFarm Family Life Insurance CompanyFarm Family Casualty Insurance CompanyPacific Property and Casualty CompanyAmerican National Lloyds Insurance CompanyNational Western Life Insurance CompanyGarden State Life Insurance Company
Equity Committee Members
Esopus Creek Value, LLCKenneth 1. FeldmanSaul SuttonDorothea BarJoyce M. PresnallTyson MathewsMichael Wilingham
Bank Bond Holders
Altma Fund Sicav P.L.c. In Respect Of Russell Sub-FundAnchorage Capital Master Offshore, Ltd.Ban of Scotland pIcFir Tree Capital Opportunity Master Fund, L.P.Fir Tree Mortgage Opportunity Master Fund, L.P.Fir Tree Value Master Fund, L.P.HFR ED Select Fund IV Master TrustLy)(or/Y ork Fund LimitedMarathon Credit Opportunity Master Fund, Ltd.
8
Marathon Special Opportunity Master Fund, Ltd.Permal York Ltd.Quintessence Fund L.P.QVT Fund LPThe Governor and Company of the Bank of IrelandThe Varde Fund, L.P.The Varde Fund VI-A, L.P.The Varde Fund VII-B, L.P.The Varde Fund VIII, L.P.The Varde Fund IX, L.P.The Varde Fund IX-A, L.P.Varde Investment Partners (Offshore), Ltd.Varde Investment Partners, L.P.York Capital Management, L.P.York Credit Opportunities Fund, L.P.York Credit Opportunities Master Fund, L.P.York Investment Master Fund, L.P.York Select, L.P.York Select Master Fund, L.P.
9
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
---------------------------------------------------------x : In re: :
: :
WASHINGTON MUTUAL, INC., et al.,1 : : : Debtors. : : ---------------------------------------------------------x
Chapter 11 Case No. 08-12229 (MFW) Jointly Administered Re: Docket No. _______
ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF VENABLE LLP AS COUNSEL TO THE OFFICIAL COMMITTEE
OF EQUITY SECURITY HOLDERS PURSUANT TO 11 U.S.C. § 1103, NUNC PRO TUNC TO JANUARY 11, 2010
Upon the application (“Application”)2 of the Official Committee of Equity Security
Holders (the “Committee”) of Washington Mutual, Inc., et al. (the “Debtors”) for an Order
authorizing the Committee to employ the law firm of Venable LLP (“Venable”) as its counsel in
the above-captioned chapter 11 case, effective as of the date of the appointment of the
Committee, and the Court having reviewed the Application and the Verified Statement of
Gregory A. Cross in Support of the Application (the “Verified Statement”), attached to the
Application; and the Court having determined that the legal and factual basis set forth in the
Application and the Verified Statement establish just cause for the relief granted herein;
THE COURT HEREBY FINDS THAT:
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are:
(i) Washington Mutual, Inc. (3725); and (ii) WMI Investment Corp. (5395). The Debtors’ principal offices are located at 1301 Second Avenue, Seattle, Washington 98101.
2 Capitalized terms not defined herein have the meaning given to them in the Application.
2
A. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and
1334.
B. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2).
C. Notice of the Application was sufficient under the circumstances.
D. The Application and the Verified Statement are in full compliance with applicable
provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure (the “Bankruptcy
Rules”), and the Local Rules of this Court (the “Local Rules”).
IT IS HEREBY ORDERED THAT:
1. The Application is GRANTED.
2. The Committee is authorized to employ Venable as its counsel in the above-
captioned chapter 11 case, effective as of January 11, 2010, in accordance with the Application
and the Verified Statement.
3. Venable is authorized to perform any and all legal services for the Committee that
are necessary or appropriate in connection with this chapter 11 case.
4. Venable shall be compensated for its services and reimbursed for any related
expenses in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy
Rules, the Local Rules and any other applicable orders of this Court.
Dated: February _______, 2010
BY THE COURT:
_______________________________________ HONORABLE MARY F. WALRATH, United States Bankruptcy Judge