UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___) *
WMI Holdings Corp.
|
(Name of Issuer)
|
Common Stock, par value $0.00001 per share
|
(Title of Class of Securities)
|
92936P100
|
(Cusip Number)
|
March 27, 2012
|
(Date of Event which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
x
Rule 13d-1(c)
o
Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page 1 of 17
Exhibit Index Found on Page 15
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Capital Partners II LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making this filing hold an aggregate of
14,938,315 Shares, which is 7.5% of the class of securities. The
reporting person on this cover page, however, is a beneficial
owner only of the securities reported by it on this cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
3,718,988
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
3,718,988
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,718,988
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.9%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Capital Overseas Master Fund
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making this filing hold an aggregate of
14,938,315 Shares, which is 7.5% of the class of securities. The
reporting person on this cover page, however, is a beneficial
owner only of the securities reported by it on this cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
3,720,163
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
3,720,163
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,720,163
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.9%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Capital Overseas Fund II
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making this filing hold an aggregate of
14,938,315 Shares, which is 7.5% of the class of securities. The
reporting person on this cover page, however, is a beneficial
owner only of the securities reported by it on this cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
1,321,285
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
1,321,285
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,321,285
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Structured Products Master Fund, Ltd.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making this filing hold an aggregate of
14,938,315 Shares, which is 7.5% of the class of securities. The
reporting person on this cover page, however, is a beneficial
owner only of the securities reported by it on this cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
2,826,443
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
2,826,443
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,826,443
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Opportunities Fund II, LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making this filing hold an aggregate of
14,938,315 Shares, which is 7.5% of the class of securities. The
reporting person on this cover page, however, is a beneficial
owner only of the securities reported by it on this cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
3,351,436
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
3,351,436
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,351,436
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Advisors LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making this filing hold an aggregate of 1
4,938,315 Shares, which is 7.5% of the class of securities. The
reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
3,718,988
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
3,718,988
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,718,988
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.9%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Capital Management LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making this filing hold an aggregate of
14,938,315 Shares, which is 7.5% of the class of securities. The
reporting person on this cover page, however, may be deemed a b
eneficial owner only of the securities reported by it on this cover
page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
14,938,315
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
14,938,315
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,938,315
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN, IA
|
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf GP LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making this filing hold an aggregate of
14,938,315 Shares, which is 7.5% of the class of securities. The
reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
14,938,315
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
14,938,315
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,938,315
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jonathan Savitz
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making this filing hold an aggregate of
14,938,315 Shares, which is 7.5% of the class of securities. The
reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by him on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
14,938,315
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
14,938,315
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,938,315
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
WMI Holdings Corp.
(b)
|
Address of Issuer’s Principal Executive Offices
|
1201 Third Avenue, Suite 3000, Seattle, WA 98101
Item 2.
|
Identity And Background
.
|
Title Of Class Of Securities And CUSIP Number (Item 2(d) and (e))
This statement relates to the shares of Common Stock, par value $0.00001 per share (the
“Shares”) of
the Company. The CUSIP number of the Shares is 92936P100.
Name Of Persons Filing, Address Of Principal Business Office And Citizenship (Item
2(a), (b) and (c))
This statement is filed by the entities and persons listed below, all of whom together are
referred to herein as the “Reporting Persons.”
(i)
|
Greywolf Capital Partners II LP, a Delaware limited partnership
(“Greywolf Capital II”), with respect to the Shares held by it;
|
|
(ii)
|
Greywolf Capital Overseas Master Fund, a Cayman Islands exempted
company (“Greywolf Master Overseas”), with respect to the Shares held by
it;
|
|
(iii)
|
Greywolf Capital Overseas Fund II, a Cayman Islands exempted company
(“Greywolf Overseas Fund II”), with respect to the Shares held by it;
|
|
(iv)
|
Greywolf Structured Products Master Fund, Ltd., a Cayman Islands
exempted company (“Greywolf Structured Products”), with respect to the Shares held by it;
|
|
(v)
|
Greywolf Opportunities Fund II, LP, a Delaware limited partnership
(“Greywolf Opportunities II”), with respect to the Shares held by it;
|
|
(vi)
|
Greywolf Advisors LLC, a Delaware limited liability company and the
general partner (the “General Partner”) of Greywolf Capital II, with respect
to the Shares held by Greywolf Capital II;
|
|
(vii)
|
Greywolf Capital Management LP, a Delaware limited partnership, the
investment manager of Greywolf Capital II, Greywolf Master Overseas,
Greywolf Overseas Fund II and Greywolf Structured Products and the
|
general partner of Greywolf Opportunities II (the “Investment Manager”),
with respect to the Shares held by the Greywolf Funds (as
defined below);
|
(viii)
|
Greywolf GP LLC, a Delaware limited liability company and the general
partner of the Investment Manager (the “Investment Manager General
Partner”), with respect to the Shares held by the Greywolf Funds; and
|
|
(ix)
|
Jonathan Savitz, a United States citizen and the senior managing member of
the General Partner and the sole managing member of the Investment
Manager General
Partner (“Savitz”), with respect to the Shares held by the
Greywolf Funds.
|
Greywolf Capital II, Greywolf Master Overseas, Greywolf Overseas Fund II, Greywolf
Structured Products and Greywolf Opportunities II are together referred to herein as the
“Greywolf Funds.”
The citizenship of each of the Reporting Persons is set forth above. The address of the
principal business office of (i) all of the Reporting Persons other than Greywolf Master
Overseas, Greywolf Overseas Fund II and Greywolf Structured Products is 4 Manhattanville
Road, Suite 201, Purchase, New York 10577, (ii) Greywolf Master Overseas and Greywolf
Overseas Fund II is 89 Nexus Way, Cayman Bay, Grand Cayman KY1-9007, Cayman Islands,
and (iii) Greywolf Structured Products is Gland House, South Church Street, George Town,
Grand Cayman, Cayman Islands.
Item 3.
|
If This Statement Is Filed Pursuant To Sections 240.13d-1(b), or 13d-2(b) or (c), Check
Whether The Person Filing Is An Entity Specified In (a) - (k)
:
|
Not Applicable.
The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the
cover page for each Reporting Person is incorporated herein by reference for each such
Reporting Person.
The Shares reported hereby for each of the Greywolf Funds are owned directly by such
Greywolf Fund. The General Partner, as the general partner of Greywolf Capital II,
may be deemed to be a beneficial owner of all such Shares owned by Greywolf Capital II. The
Investment Manager, as the investment manager of the Greywolf Funds other than Greywolf
Opportunities II and as the general partner of Greywolf Opportunities II, may be deemed to be a
beneficial owner of all such Shares beneficially owned by the Greywolf Funds. The Investment
Manager General Partner, as the general partner of the Investment Manager, may be deemed to
be a beneficial owner of all such Shares beneficially owned by the Greywolf Funds.
Savitz, as
the senior managing member of the General Partner and the sole managing member of the
Investment Manager General Partner, may be deemed to be a beneficial owner of all such Shares
beneficially owned by the Greywolf Funds.
Each of the General Partner, the Investment
Manager, the Investment Manager General Partner and Savitz hereby disclaims any
beneficial ownership of any such Shares.
Item 5.
|
Ownership Of Five Percent Or Less Of A Class
.
|
Not Applicable.
Item 6.
|
Ownership Of More Than Five Percent On Behalf Of Another Person
.
|
Not Applicable.
Item 7.
|
Identification And Classification Of The Subsidiary Which Acquired The Security Being
Reported On By The Parent Holding Company
.
|
Not Applicable.
Item 8.
|
Identification And Classification Of Members Of The Group
.
|
The Reporting Persons are filing this Schedule 13G pursuant to Rule 13d-1(c).
Consistent with Item 2 of the cover page for each Reporting Person, the Reporting Persons
neither disclaim nor affirm the existence of a group among them.
Item 9.
|
Notice Of Dissolution Of Group
|
Not Applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having that purpose or effect,
other than activities solely in connection with a nomination under §240.14a-11.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and correct.
Dated: April 5, 2012
/s/ Jonathan Savitz
GREYWOLF ADVISORS LLC,
On its own behalf
And as the General Partner of
GREYWOLF CAPITAL PARTNERS II LP
By Jonathan Savitz,
Senior Managing Member
/s/ Jonathan Savitz
GREYWOLF GP LLC
By Jonathan Savitz,
Managing Member
/s/ Jonathan Savitz
GREYWOLF CAPITAL MANAGEMENT LP,
On its own behalf,
As the Investment Manager of
GREYWOLF CAPITAL OVERSEAS MASTER FUND,
GREYWOLF CAPITAL OVERSEAS FUND II and
GREYWOLF STRUCTURED PRODUCTS MASTER FUND, LTD., and
As the General Partner of
GREYWOLF OPPORTUNITIES FUND II, LP
By Jonathan Savitz,
Managing Member of Greywolf GP LLC,
its General Partner
/s/ Jonathan Savitz
Jonathan Savitz
EXHIBIT INDEX
EXHIBIT 1
|
Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
|
EXHIBIT 1
to
SCHEDULE 13G
JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
Dated: April 5, 2012
/s/ Jonathan Savitz
GREYWOLF ADVISORS LLC,
On its own behalf
And as the General Partner of
GREYWOLF CAPITAL PARTNERS II LP
By Jonathan Savitz,
Senior Managing Member
/s/ Jonathan Savitz
GREYWOLF GP LLC
By Jonathan Savitz,
Managing Member
/s/ Jonathan Savitz
GREYWOLF CAPITAL MANAGEMENT LP,
On its own behalf,
As Investment Manager of
GREYWOLF CAPITAL OVERSEAS MASTER FUND,
GREYWOLF CAPITAL OVERSEAS FUND II and
GREYWOLF STRUCTURED PRODUCTS MASTER FUND, LTD., and
As the General Partner of
GREYWOLF OPPORTUNITIES FUND II, LP
By Jonathan Savitz,
Managing Member of Greywolf GP LLC,
its General Partner
/s/ Jonathan Savitz
Jonathan Savitz