SEATTLE, Jan. 31, 2014
/PRNewswire/ -- WMI Holdings Corp. (OTC: WMIH) ("WMI" or the
"Company") today announced that KKR Management Holdings L.P. and
KKR Fund Holdings L.P., subsidiaries of KKR & Co. L.P.
(together with its affiliates, "KKR"), have finalized a strategic
investment in the Company.
Michael Willingham, Chairman of
the Company said, "We believe the investment in our Company by KKR
will enhance value for all shareholders of WMI Holdings. KKR
has a history of investing across a wide range of asset classes and
we look forward to working with the KKR team as we execute on our
acquisition strategy."
Tagar Olson, Member and Head of KKR's Financial Services team
stated, "We are pleased to finalize this investment and look
forward to working with the Company as it continues to grow and
diversify its platform. As a long-term aligned capital partner to
the Company, we believe that KKR is well-positioned to help build
shareholder value."
On January 30, 2014, KKR (i)
purchased approximately $11 million
face amount of convertible preferred stock of the Company
convertible into shares of common stock of the Company for a
conversion price of $1.10 per share,
and (ii) committed to purchase up to $150
million aggregate principal amount of subordinated 7.5% PIK
notes, which may be issued in one or more tranches over a three
year period, each with a seven year term from the date of initial
issuance (the "Subordinated Notes"), subject to certain terms and
conditions. Substantially all of the proceeds from the
Subordinated Notes, if and when issued, would be used by the
Company to fund future acquisitions. In connection with the
commitment, KKR has received five-year warrants to purchase
approximately 61.4 million shares of the Company's common stock,
30.7 million of which has an exercise price of $1.32 per share and 30.7 million of which has an
exercise price of $1.43 per
share. KKR also has the right for three years to participate
up to 50% in equity offerings up to an aggregate of $1 billion by the Company subject to certain
limitations, including a cap on ownership by KKR of 42.5% of the
Company's common equity.
Blackstone Advisory Partners L.P. acted as financial advisor to
the Company in connection with the transaction. Akin Gump
Strauss Hauer & Feld LLP and Lane
Powell PC are counsel to the Company. Simpson Thacher &
Bartlett LLP is counsel to KKR.
About WMI Holdings
WMI Holdings Corp., formerly Washington Mutual, Inc., consists
primarily of WM Mortgage Reinsurance Company, Inc. ("WMMRC"), a
wholly-owned subsidiary of the Company that is domiciled in
Hawaii. The Company's primary
business is a legacy reinsurance business that is currently
operated in runoff mode by WMMRC.
About KKR
Founded in 1976 and led by Henry
Kravis and George Roberts,
KKR is a leading global investment firm with $90.2 billion in assets under management as of
September 30, 2013. With offices
around the world, KKR manages assets through a variety of
investment funds and accounts covering multiple asset classes. KKR
seeks to create value by bringing operational expertise to its
portfolio companies and through active oversight and monitoring of
its investments. KKR complements its investment expertise and
strengthens interactions with fund investors through its client
relationships and capital markets platform. KKR & Co. L.P. is
publicly traded on the New York Stock Exchange (NYSE: KKR) and
"KKR", as used in this release, includes its subsidiaries, their
managed investment funds and accounts, and/or their affiliated
investment vehicles, as appropriate.
Cautionary Statement Regarding Forward-Looking
Statements
This press release includes forward-looking statements, within
the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, and Section 21E of
the Securities Exchange Act of 1934. All statements other than
statements of historical fact included in this report that address
activities, events, conditions or developments that we expect,
believe or anticipate will or may occur in the future are
forward-looking statements. Forward-looking statements give our
current expectations and projections relating to our financial
condition, results of operations, plans, objectives, future
performance and business and these statements are not guarantees of
future performance. These statements can be identified by the fact
that they do not relate strictly to historical or current facts.
Forward-looking statements may include the words "anticipate,"
"estimate," "expect," "project," "intend," "plan," "believe,"
"strategy," "future," "opportunity," "may," "should," "will,"
"would," "will be," "will continue," "will likely result," and
similar expressions. Such forward-looking statements involve risks
and uncertainties that may cause actual events, results or
performance to differ materially from those indicated by such
statements. These risks are identified and discussed in the
Company's Form 10-K for the year ended December 31, 2012 under Risk Factors in Part I,
Item 1A. These risk factors will be important to consider in
determining future results and should be reviewed in their
entirety. These forward-looking statements are expressed in good
faith and we believe there is a reasonable basis for them. However,
there can be no assurance that the events, results or trends
identified in these forward-looking statements will occur or be
achieved. Forward-looking statements speak only as of the date they
are made, and we do not undertake to update any forward-looking
statement, except as required by law. Readers should carefully
review the statements set forth in the reports, which the Company
has filed or will file from time to time with the Securities and
Exchange Commission.
SOURCE WMI Holdings Corp.