Current Report Filing (8-k)
July 29 2013 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 25, 2013
THE PMI GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001-13664 |
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94-3199675 |
(Commission File Number) |
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(IRS Employer Identification No.) |
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Bishop Ranch 3 2603 Camino Ramon, Suite 200 San Ramon, California |
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94583 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(925) 242-2550
(Registrants Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) |
ITEM 1.03 |
Bankruptcy or Receivership. |
(b) As
previously disclosed, on November 23, 2011, The PMI Group, Inc. (TPG or the Debtor) filed a voluntary petition for relief (the Bankruptcy Filing) under Chapter 11 of the United States Bankruptcy Code (the
Bankruptcy Code) in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court), case No. 11-13730 (the Chapter 11 Case) and, on April 30, 2013, filed with the Bankruptcy Court
its proposed Plan of Reorganization (as amended on June 3, 2013, the Plan) and related disclosure statement (as amended on June 4, 2013, the Disclosure Statement). On July 25, 2013, the Bankruptcy Court entered
an order (the Confirmation Order) confirming the Plan.
The Plan provides for the resolution of outstanding claims against the
Debtor. Among other things, the Plan provides that (i) holders of allowed priority non-tax claims and holders of allowed secured claims will generally be paid in full, (ii) holders of allowed general unsecured claims, allowed senior notes
claims and allowed subordinated note claims will receive their pro rata share of Creditor Cash (as defined in the Plan) and new common stock of the reorganized Debtor to be issued pursuant to the Plan (the New Common Stock), provided,
however, that the receipt of Creditor Cash and New Common Stock by the holders of allowed subordinated note claims will be redistributed for the benefit of holders of allowed senior note claims due to subordination provisions applicable to the
subordinated notes, (iii) holders of allowed Convenience Claims (as defined in the Plan) will receive 90% of the amount of such claims and (iv) holders of equity interests in the Debtor will receive no distribution. The Plan also includes
certain releases, injunctions and exculpation provisions.
At July 12, 2013, the Debtor had 197,078,767 shares of common stock issued and
outstanding. Under the terms of the Plan, all such shares of the Debtors common stock and any other equity interests in the Debtor will be cancelled on the effective date of the Plan and shares of New Common Stock will be issued to certain
holders of allowed claims under the Plan.
Information as to the assets and liabilities of the Debtor as of June 30, 2013 is set forth in
the unaudited monthly operating report for the month ended June 30, 2013, filed by the Debtor with the Bankruptcy Court and the Securities Exchange Commission on Form 8-K on July 26, 2013.
The foregoing does not purport to be a complete description of the terms of the Plan, the Disclosure Statement or the Confirmation Order, and
is qualified in its entirety by reference to the copies of the Plan, the Disclosure Statement and the Confirmation Order which are filed herewith as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated herein by reference.
ITEM 9.01 |
Financial Statements and Exhibits. |
(d)
Exhibits
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99.1 |
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First Amended Plan of Reorganization of The PMI Group, Inc. Pursuant to Chapter 11 of the United States Bankruptcy Code, dated June 3, 2013. |
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99.2 |
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Disclosure Statement Pursuant to Section 1125 of the Bankruptcy Code with Respect to the First Amended Plan of Reorganization of The PMI Group, Inc., dated June 4,
2013. |
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99.3 |
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Order Confirming First Amended Plan of Reorganization of The PMI Group, Inc. Pursuant to Chapter 11 of the United States Bankruptcy Code, dated July 25, 2013. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: July 26, 2013 |
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The PMI Group, Inc. |
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(Registrant) |
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By: |
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/s/ Dario M. Nolasco |
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Dario M. Nolasco |
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General Counsel |