Current Report Filing (8-k)

WMI HOLDINGS CORP.

Date: December 19, 2014

/s/ Charles Edward Smith

Name: Charles Edward Smith

Title: Interim CEO & Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): December 19, 2014

WMI Holdings Corp.

(Exact name of registrant as specified in its charter)

001-14667

(Commission

File Number)


Washington		91-1653725
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

1201 Third Avenue, Suite 3000 Seattle, Washington		98101
(Address of principal executive offices)		(Zip Code)

(206) 295-8887

(Registrant’s telephone number, including area code)

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement

Purchase Agreement

On December 19, 2014, WMI Holdings Corp. (the “Company” or “WMIHC”) entered into a Purchase Agreement (the “Purchase Agreement”) with Citigroup Global Markets Inc. (“Citi”) and KKR Capital Markets LLC (“KCM” and, together with Citi, the “Initial Purchasers”), an affiliate of KKR Fund Holdings L.P. (“KKR Fund”) and KKR Management Holdings L.P. (“KKR Management”), which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Pursuant to the Purchase Agreement, the Company has agreed to issue and sell to the Initial Purchasers 600,000 shares of the Company’s 3.00% Series B Convertible Preferred Stock (the “Series B Preferred Stock”), which number of shares may be reduced prior to closing in compliance with the Company’s articles of incorporation, at a price of $1,000 per share, or aggregate gross proceeds of $600 million (the “Offering”).

The closing of the Offering is expected to occur on or about January 5, 2015 (the “Issue Date”), subject to the satisfaction of customary closing conditions set forth in the Purchase Agreement. The Purchase Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.

The foregoing description of the Purchase Agreement is qualified in its entirety by the provisions of the Purchase Agreement, filed hereto as Exhibit 10.1 and incorporated by reference herein.

Amendment to Note Purchase Agreement

On January 30, 2014, the Company entered into a $150 million Note Purchase Agreement (the “Note Purchase Agreement”), with the guarantors party thereto and KKR Management. On December 19, 2014, the parties to the Note Purchase Agreement entered into an amendment and waiver to the Note Purchase Agreement (the “NPA Amendment”), which is attached hereto as Exhibit 10.2 and is incorporated herein by reference. The NPA Amendment has the effect of terminating the Note Purchase Agreement immediately following the consummation of the Reincorporation (as defined below). The NPA Amendment also waives any and all defaults, events of default and rights to terminate the Note Purchase Agreement arising as a result of the Offering and permits the performance of, and compliance with, all of the terms of the Series B Preferred Stock. Unless and until the Reincorporation is consummated, the Note Purchase Agreement will remain in effect, subject to its terms as amended by the NPA Amendment.

The foregoing description of the NPA Amendment is qualified in its entirety by the provisions of the NPA Amendment, filed hereto as Exhibit 10.2 and incorporated by reference herein.

Voting Agreement

On December 19, 2014, the Company entered into a Voting Agreement and Proxy (the “Voting Agreement”) with KKR Fund, which is attached hereto as Exhibit 10.3 and is incorporated herein by reference. Pursuant to the Voting Agreement, KKR Fund has agreed to vote and has provided a proxy to vote all shares of its Series A Convertible Preferred Stock of the Company (the “Series A Preferred Stock”), Series B Preferred Stock and Common Stock (as defined below) that it holds on the record date for such vote in favor of the Reincorporation. KKR Fund is expected to acquire 200,000 shares of the Series B Preferred Stock in the Offering. Upon the closing of the Offering, (i) assuming the non-exercise of the Warrants (as defined below) by KKR Management, KKR Fund is expected to have 98,954,517 votes on a fully converted basis, or approximately 20.7% of the outstanding voting power of the Company, and (ii) assuming the exercise of the Warrants by KKR Management, KKR Fund and KKR Management are expected to have, in the aggregate, 160,354,517 votes on a fully converted and fully exercised basis, or approximately 29.7% of the outstanding voting power of the Company. Pursuant to the Side Letter (as defined below), KKR Management has agreed not to exercise its Warrants until on or after March 20, 2015.

The foregoing description of the Voting Agreement is qualified in its entirety by the provisions of the Voting Agreement, filed hereto as Exhibit 10.3 and incorporated by reference herein.

KKR Side Letter

On December 19, 2014, the Company entered into a Letter Agreement (the “Side Letter”) with KKR Fund and KKR Management, dated December 19, 2014, which is attached hereto as Exhibit 10.4 and is incorporated herein by reference. Pursuant to the Side Letter, KKR Fund and KKR Management have agreed, as applicable, not to (i) convert any or all of the Series A Preferred Stock, (ii) exercise the right to acquire Common Stock of the Company, in whole or in part, under any of its warrants to purchase up to 61,400,000 shares of the Company’s Common Stock (the “Warrants”), or (iii) offer, sell, assign, transfer, or otherwise dispose of any of the Series A Preferred Stock or Warrants, in either case until on or after March 20, 2015.

The foregoing description of the Side Letter is qualified in its entirety by the provisions of the Side Letter, filed hereto as Exhibit 10.4 and incorporated by reference herein.

Item 7.01

Regulation FD Disclosure

The following information is being furnished pursuant to this Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act except as expressly set forth by specific reference in such a filing. As used in this Item 7.01, the terms “we,” “us,” or “our” refer collectively to WMI Holdings Corp. and its consolidated subsidiaries.

The Company is providing the following information to certain qualified institutional buyers in connection with the Offering.

Dividends

Holders of shares of the Series B Preferred Stock will be entitled to receive, when, as and if declared by the board of directors of the Company (the “Board”), or an authorized committee of the Board, out of funds lawfully available for payment, cumulative regular dividends at an annual rate of 3.00% per share of the liquidation preference of $1,000 per share of Series B Preferred Stock, payable in cash. Dividends on the Series B Preferred Stock will be payable quarterly on March 15, June 15, September 15, and December 15 of each year, commencing on March 15, 2015 (each, a “regular dividend payment date”), at such annual rate, and shall accumulate from the most recent date as to which regular dividends shall have been paid or, if no regular dividends have been paid, from the date of issuance of the Series B Preferred Stock, whether or not in any regular dividend period or periods there have been funds lawfully available for the payment of such regular dividends. A “regular dividend period” shall refer to a period commencing on, and including, a regular dividend payment date (or if no regular dividend payment date has occurred, commencing on, and including, the Issue Date), and ending on, and including, the day immediately preceding the next succeeding regular dividend payment date. Without the written consent of holders of a majority in aggregate liquidation preference of the Series B Preferred Stock, the Company shall not declare or pay any dividends on the Common Stock of the Company (the “Common Stock”) (whether payable in cash, securities or other property or assets), unless the holders of the shares of Series B Preferred Stock then outstanding shall simultaneously receive participating dividends as if the shares of Series B Preferred Stock had been converted into shares of the Common Stock using the then applicable initial conversion price of $2.25 per share (the “Initial Conversion Price”) immediately preceding the record date for determining the shareholders eligible to receive such Common Stock dividends. We do not anticipate paying any cash dividends on our Common Stock at this time or for the foreseeable future.

Mandatory Conversion

On each date that the Company closes any Acquisition (as defined below), the number of outstanding shares of Series B Preferred Stock having an aggregate liquidation preference equal to the net proceeds of the Offering utilized in such Acquisition, on a pro rata basis, will automatically convert into a number of shares of the Common Stock equal to the $1,000 liquidation preference amount divided by a conversion price equal to the lesser of:

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the Initial Conversion Price; and

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the arithmetic average of daily volume weighted average prices of the Common Stock during the 20 trading day period ending on the trading day immediately preceding the public announcement by the Company that it has entered into a definitive agreement for such Acquisition, subject to a floor of $1.75 per share of the Common Stock (the “Floor Price”).

In addition, on the date the Company closes a Qualified Acquisition (as defined below), each outstanding share of Series B Preferred Stock will automatically convert into a number of shares of Common Stock equal to the $1,000 liquidation preference amount divided by the applicable conversion price described above. Each date that the Company closes an Acquisition (including a Qualified Acquisition) will be a “Mandatory Conversion Date.”

The Initial Conversion Price and the Floor Price will be subject to customary anti-dilution adjustments for stock splits, stock recombination, or tender or exchange offers for the Common Stock by the Company or its subsidiaries. In addition to the shares of the Common Stock issuable upon mandatory conversion, holders of the Series B Preferred Stock will have the right to receive on each Mandatory Conversion Date in cash any accrued and unpaid dividends on the shares of the Series B Preferred Stock to be converted on such Mandatory Conversion Date as of such Mandatory Conversion Date, whether or not declared (other than previously declared dividends payable to holders of record as of a prior date), to the extent the Company is legally permitted to pay such dividends at such time. To the extent that such dividends cannot be legally paid at such time, the amount of such dividends that cannot be so paid shall be added to the $1,000 per share liquidation preference of the Series B Preferred Stock in the calculation of the number of the shares of Common Stock to be received in each mandatory conversion (it being understood that no fractional shares of Common Stock shall be issued and there shall be no payment with regard to fractional shares); provided, however, that in the event the receipt of additional shares of Common Stock in lieu of such dividends would cause such holder to become a Substantial Holder, then pursuant to Article VI of the Articles the number of additional shares of Common Stock received in lieu of such dividends shall be reduced to the extent necessary such that upon receipt of such shares such holder would not become a Substantial Holder (resulting in such holder receiving less than the full value of the dividends it was otherwise entitled to receive). In connection with the foregoing proviso, purchasers of the Series B Preferred Stock that engage in activities related to the Company’s stock, such as acquiring additional shares of the Company’s Common Stock in the public market, may adversely affect their ability to receive additional shares of the Company’s Common Stock in lieu of cash dividends upon a mandatory conversion.

“Acquisition” means any acquisition by the Company or any of its direct or indirect wholly-owned subsidiaries, in a single transaction or a series of transactions, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all the equity interests in, or a business line, unit or division of, any person. “Qualified Acquisition” means an Acquisition that, taken together with prior Acquisitions (if any), collectively utilizes aggregate net proceeds of the Offering of $450 million. This mandatory conversion right is the only conversion right of holders of the Series B Preferred Stock. In the event the Company does not consummate an Acquisition prior to the Mandatory Redemption Date (as defined below), there will be no conversion of the Series B Preferred Stock into the Common Stock. Holders will not have an optional right to convert their shares of Series B Preferred Stock into the Common Stock.

Mandatory Redemption

Unless the Series B Preferred Stock has been previously repurchased at the option of the holder upon a Put Event (as defined below) or mandatorily converted, the Company will redeem all outstanding shares of Series B Preferred Stock, if any, on the third anniversary of the Issue Date (the “Mandatory Redemption Date”), out of funds lawfully available for payment, at a price equal to $1,000 per share of Series B Preferred Stock, plus accrued and unpaid dividends, if any, whether or not declared (the “Mandatory Redemption Price”). If, prior to the Mandatory Redemption Date, the Company has publicly announced that it has entered into a definitive agreement for an Acquisition, the Mandatory Redemption Date shall be extended to the earlier to occur of:

•

the date that is six months following the third anniversary of the Issue Date; and

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the day immediately following (x) the date such definitive agreement is terminated or (y) the date such Acquisition is closed.

Repurchase at the Option of Holders

If any of the following events (each, a “Put Event”) occurs at any time when shares of Series B Preferred Stock are outstanding, each holder of Series B Preferred Stock shall have the right, at such holder’s option, to require us to repurchase for cash, out of funds lawfully available for payment, all, or fewer than all, of such holder’s Series B Preferred Stock:

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if, prior to the consummation of a Qualified Acquisition, any “person” or “group” of related persons (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that such person or group shall be deemed to have “beneficial ownership” of all shares that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than a majority of the total voting power of all classes of the Company’s capital stock then outstanding and normally entitled to vote in the election of directors (such an event, a “Change of Control”);

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if, prior to the consummation of a Qualified Acquisition, the Post Closing Covenants below have not been satisfied on or prior to the date that is 180 days following the Issue Date (the “Post-Closing Covenant Default”).

In the case of a Put Event that is:

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a Change of Control, the Put Event repurchase price shall equal $1,750 per share of Series B Preferred Stock, plus accrued and unpaid dividends, if any, whether or not declared; and

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a Post-Closing Covenant Default, the Put Event repurchase price shall equal $1,000 per share of Series B Preferred Stock, plus accrued and unpaid dividends, if any, whether or not declared.

Reincorporation

The Company has covenanted that within 180 days of the Issue Date, it shall reincorporate from Washington to Delaware, which would result in the increase of the size of its Board from 7 to up to 11 members and the authorization of a number of shares of its Common Stock sufficient to permit the conversion of all shares of Series B Preferred Stock (collectively, the “Reincorporation”). Upon the Reincorporation, the new certificate of incorporation of the Company will provide that the Company renounces its interest or expectancy in any corporate opportunity in which KKR (as defined below) or its anticipated director appointees seek to participate unless such opportunity (i) was first presented to such anticipated director appointees solely in their capacity as directors of the Company, or (ii) is identified by KKR or its anticipated director appointees solely through the disclosure of information by or on behalf of the Company.

If the Company does not consummate the Reincorporation, it will remain a Washington corporation, the Note Purchase Agreement (as defined below) will not terminate, and the size of the Board will remain at seven.

Management

Following the Reincorporation, it is expected that the Board will consist of 9 directors and be reconfigured such that Tagar Olson and Paul Raether (each a designee of KKR & Co. L.P., together with its affiliates (collectively, “KKR”)) and William C. Gallagher and Thomas L. Fairfield will join the Board. Messrs. Gallagher and Fairfield have been hired as consultants who are primarily responsible for deal sourcing and analysis, and are anticipated to also be appointed to serve as executive officers of the Company. The additions to both the Board and management team will provide the Company with additional experience to facilitate an acquisition.

Anticipated Appointment of Tagar C. Olson to the Board

Tagar C. Olson is anticipated to become a director of the Company upon consummation of the Reincorporation, and has served as an observer to the Board since March 13, 2014. Mr. Olson is a member of KKR. He joined KKR in 2002, and he currently serves as head of KKR’s financial services industry team within its private equity platform. Mr. Olson has played a significant role in the investments in Sedgwick Claims Management Services, Alliant Insurance Services, Santander Consumer USA, First Data Corporation, KKR Debt Investors, Legg Mason, Visant Corporation, Capmark, KSL Holdings, KSL Recreation, Masonite, and Yellow Pages Group. Prior to joining KKR, Mr. Olson was with Evercore Partners Inc. since 1999, where he was involved in a number of private equity transactions and mergers and acquisitions. Mr. Olson is also a director of Alliant Insurance Services, First Data Corporation, Santander Consumer USA, Sedgwick Claims Management Services, Inc. and Visant Corporation. Mr. Olson holds a B.S. and B.A.S., summa cum laude, from the University of Pennsylvania.

Anticipated Appointment of Paul E. Raether to the Board

Paul E. Raether is anticipated to become a director of the Company upon consummation of the Reincorporation. Mr. Raether is a member of KKR. He joined KKR in 1980 and oversees KKR’s three regional Portfolio Management Committees. Mr. Raether also serves as a member of the Private Markets Valuation and Firm Management Committees. He has played a significant role in numerous portfolio companies including Beatrice Companies, Cole National Corporation, Duracell, Fleet/Bank of New England, IDEX Corporation, KSL Recreation, Masonite International, PT Components, Randall’s Food Markets, RJR Nabisco, Seaman Furniture, Shoppers Drug Mart, Stop & Shop Companies, Storer Communications, Inc., Walter Industries and Wometco Enterprises. Prior to joining KKR, Mr. Raether served as an officer in the United States Navy and started his professional career in the Corporate Finance Department of Reynolds Securities. Previously, he was a Vice President in the Corporate Finance Department of Blyth Eastman Dillon & Company. He obtained a B.A. from Trinity College and an M.B.A. from the Amos Tuck School of Business Administration at Dartmouth College. Mr. Raether serves as a director or trustee for several educational and non-profit institutions. He recently

retired from the Board of Trinity College in Hartford, CT, after 25 years of service including the last 12 years as Chairman. He also serves as a Trustee of the Board of Overseers of the Tuck School of Business at Dartmouth College and the U.S. Ski and Snowboard Foundation. Mr. Raether is the President of the Institute for Sports Medicine Research in New York.

Anticipated Appointment of William C. Gallagher to the Board

William C. Gallagher is anticipated to become a director upon consummation of the Reincorporation, and has served as a consultant of the Company since November 21, 2014. It is also anticipated that Mr. Gallagher will be appointed to serve as an executive officer of the Company. Mr. Gallagher is currently an Executive Vice President and member of the Board of Directors at Capmark Financial Group Inc. (“Capmark”). Mr. Gallagher served as President and CEO of Capmark from February 2011 to November 2014. He was Executive Vice President and Chief Risk Officer of Capmark from March 2009 to February 2011. Prior to joining Capmark, Mr. Gallagher was the Chief Credit Officer of RBS Greenwich Capital from September 1989 to February 2009.

Anticipated Appointment of Thomas L. Fairfield to the Board

Thomas L. Fairfield is anticipated to become a director upon consummation of the Reincorporation, and has served as a consultant of the Company since November 21, 2014. It is also anticipated that Mr. Fairfield will be appointed to serve as an executive officer of the Company. Mr. Fairfield is currently an Executive Vice President and member of the Board of Directors at Capmark. Mr. Fairfield was Chief Operating Officer of Capmark from February 2011 to November 2014. From March 2005 to February 2011, Mr. Fairfield served as Executive Vice President, Secretary and General Counsel of Capmark. Prior to joining Capmark, Mr. Fairfield was a partner at the law firm of Reed Smith LLP from September 2005 to March 2006 and prior to that at Paul, Hastings, Janofsky & Walker LLP from February 2000 to August 2005 and LeBoeuf, Lamb, Greene & MacRae, LLP, from January 1991 to February 2000, where his practice focused primarily on general corporate and securities law, mergers and acquisitions, corporate finance and financial services.

Ranking

The Series B Preferred Stock, with respect to dividend rights and rights upon the Company’s liquidation, dissolution or winding-up, ranks:

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senior to the Common Stock, and, if issued, the junior participating preferred stock and to each other class of capital stock or series of preferred stock established after the Issue Date, the terms of which do not expressly provide that such class or series ranks senior to, or on a parity with, the Series B Preferred Stock as to dividend rights and rights upon the Company’s liquidation, dissolution or winding up;

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equally with any class of capital stock or series of preferred stock now existing (including the Series A Preferred Stock) or established after the Issue Date, the terms of which expressly provide that such class or series will rank equally with the Series B Preferred Stock as to dividend rights and rights upon the Company’s liquidation, dissolution or winding up, in each case without regard to whether dividends accrue cumulatively or non-cumulatively; and

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junior to (x) each class of capital stock or series of preferred stock established after the Issue Date, the terms of which expressly provide that such class or series will rank senior to the Series B Preferred Stock as to dividend rights and rights upon the Company’s liquidation, dissolution or winding up, and (y) our existing and future indebtedness (including trade payables).

Voting

The holders of the Series B Preferred Stock will vote on an as-converted basis, such basis being determined assuming the then applicable Initial Conversion Price, with the Common Stock and the Series A Preferred Stock (on an as converted basis).

In addition, the affirmative consent of holders of at least a majority in voting power of the outstanding shares of the Series B Preferred Stock, voting as a separate class, will be required for:

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the amendment or alteration of the provisions in “Section VI. Restrictions on Transfer of Securities” in the Charter;

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the amendment or alteration of the certificate of designation of the Series B Preferred Stock;

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the amendment or alteration of the Charter to authorize or create or increase the authorized amount of, or issue, any class or series of stock ranking senior to the Series B Preferred Stock with respect to either or both the payment of dividends and the distribution of assets upon any liquidation, dissolution or winding-up; and

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the amendment, alteration or repeal of any provision of the Charter that adversely affects the rights, preference, privileges or voting power of the Series B Preferred Stock.

Restrictions on Acquisitions of the Company’s Stock

In order to preserve the tax treatment of the Company’s net operating loss carryforwards under the Internal Revenue Code, the Company’s articles of incorporation (the “Charter”) restricts the amount of its stock (including any other instrument treated as stock for purposes of Section 382) that a person may acquire.

The Charter provides that, without the approval of the Board:

•

no person (or group of persons treated as a single entity under Treasury Regulation Section 1.382-3) will be permitted to acquire, whether directly or indirectly, and whether in one transaction or a series of related transactions, any of the Company’s stock or any other instrument treated as stock for purposes of Section 382, to the extent that after giving effect to such purported acquisition (a) the purported acquirer or any other person by reason of the purported acquirer’s acquisition would become a Substantial Holder (as defined below), or (b) the percentage stock ownership of a person that, prior to giving effect to the purported acquisition, is already a Substantial Holder would be increased; and

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no Substantial Holder may dispose, directly or indirectly, of any class of the Company’s stock or any other instrument treated as stock for purposes of Section 382. A “Substantial Holder” is a person that owns (as determined for purposes of Section 382) at least 4.75 percent of the total value of the Company’s stock, including any instrument treated as stock for purposes of Section 382.

If the Board (or any committee thereof) in its absolute and unfettered discretion, on behalf of the Company, determines that ownership of Series B Preferred Stock by any prospective holder (1) would violate the ownership limitations contained in the Amended and Restated Articles of Incorporation of the Company (the “Articles”) or (2) would result in an increased risk of adverse tax or legal consequences to the Company, any of its subsidiaries or any of its shareholders, then the Company (directly or indirectly through the Initial Purchasers) will have the option to unilaterally determine to decrease this size of the Offering or the allocation of shares of Series B Preferred Stock allocated to any such prospective holder to the extent the Board determines it is necessary to avoid or cure such adverse consequences. Each prospective holder of Series B Preferred Stock shall be bound by any such the determination by the Company in connection with the Offering.

Each prospective purchaser in the Offering will be required to represent and warrant to the Company that as of the date hereof and as of the Issue Date (as defined below): (i) it is not part of a group of persons who have a formal or informal understanding among themselves to make a coordinated acquisition or disposition of the Series B Preferred Stock or any other stock of the Company (including any other instruments treated as stock for purposes of Section 382) if such group will be treated as owning in the aggregate 4.75% or more of the total value of the Company’s stock (including any other instrument treated as stock for purposes of Section 382); and (ii) it is not treated under Treasury Regulation Section 1.382-2T(g), (h) (without regard to the rule that treats stock of an entity as to which the constructive ownership rules apply as no longer owned by that entity), (j) and (k), and Treasury Regulation Section 1.382-4 as the indirect or constructive owner of any other stock (including any other instrument treated as stock for purposes of Section 382) of the Company if such indirect or constructive ownership would cause such holder to be treated as owning 4.75% or more of the total value of the Company’s stock (including any other instrument treated as stock for purposes of Section 382).

In connection with the Investor Rights Agreement (as defined below) and Investment Agreement (as defined below), affiliates of KKR have received approval from the Board to become a Substantial Holder and, once a Substantial Holder, further increase their percentage stock ownership in the Company. As a result, such affiliates of KKR are not subject to the ownership restrictions under Article VI of the Articles with respect to the shares of Series B Preferred Stock acquired pursuant to the Offering or with respect to their other security ownership interests under the Offering or acquired in the future pursuant to the Investor Rights Agreement.

Right to Elect Preferred Directors on Failure to Pay

Upon a failure to (i) pay 6 consecutive regular or participating dividends, (ii) pay the mandatory redemption price in full on the Mandatory Redemption Date or (iii) repurchase shares of Series B Preferred Stock tendered for repurchase upon a Put Event, the holders of the Series B Preferred Stock may elect, voting as a separate class, 2 additional directors to the Board (which directors shall increase the size of the Board to 11 directors) until all dividends which are due and payable have been paid in full, all of the shares of Series B Preferred Stock are redeemed in full or the shares of Series B Preferred Stock tendered for repurchase upon a Put Event have been repurchased at the Put Event repurchase price, as applicable, at which time the 2 additional directors will cease to be qualified as directors and the term of office of such directors will terminate immediately.

Use of Proceeds

The net proceeds from the Offering are expected to be deposited into an escrow account and initially invested in United States “government securities” with the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 180 days or less, in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act or cash items. These net proceeds will be released from escrow to the Company in amounts to finance its efforts to explore and fund, in whole or in part, acquisitions whether completed or not, including reasonable attorney fees and expenses, accounting expenses, due diligence and financial advisor fees and expenses. Net proceeds are currently estimated to be $568.7 million after deducting the initial purchasers’ fees and estimated offering expenses. This amount reflects the full amount of the initial purchasers’ fees; however, a significant portion of the initial purchasers’ fees are conditional and payable after the Issue Date.

Listing Obligation

The Common Stock of the Company is currently listed on OTC Markets OTCQB electronic quotation system (“OTCQB”) under the symbol “WMIH”. The Company has agreed to use its reasonable efforts to list its Common Stock on a national securities exchange after becoming eligible to do so and upon approval of the Board, but there can be no assurance of whether or at what time such listing will occur. The Company does not intend to list the Series B Preferred Stock on any securities exchange.

Risk Factors

Risks Related to Our Series B Preferred Stock

The Series B Preferred Stock ranks junior to all of our indebtedness and other liabilities.

In the event of our bankruptcy, liquidation, reorganization or other winding-up, our assets will be available to pay obligations on the Series B Preferred Stock only after all of our indebtedness and other liabilities have been paid. The rights of holders of the Series B Preferred Stock to participate in the distribution of our assets will rank pari passu with our Series A Preferred Stock and any parity stock we issue in the future. In addition, we are a holding company and the Series B Preferred Stock will effectively rank junior to all existing and future indebtedness and other liabilities of our subsidiaries and any capital stock of our subsidiaries not held by us. The rights of holders of the Series B Preferred Stock to participate in the distribution of assets of our subsidiaries will rank junior to the prior claims of that subsidiary’s creditors and any other equity holders. Consequently, if we are forced to liquidate our assets to pay our creditors, we may not have sufficient assets remaining to pay amounts due on any or all of the Series B Preferred Stock then outstanding. We and our subsidiaries may incur substantial amounts of additional debt and other obligations that will rank senior to the Series B Preferred Stock.

We are not obligated to pay dividends on the Series B Preferred Stock and we are subject to restrictions on payment of dividends on shares of our capital stock.

Dividends on the Series B Preferred Stock are payable only when, as and if declared by our Board or an authorized committee thereof, out of funds legally available therefor. Our Board is not legally obligated to declare dividends.

Washington law provides that we may pay dividends on the Series B Preferred Stock only if after payment of such dividends we would be able to pay our liabilities as they become due in the usual course of business and only to the extent by which our total assets after payment of such dividends exceed the sum of our total liabilities plus the amount that, if we were to be dissolved at the time of the distribution, would be needed to satisfy preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distributions.

Upon consummation of the Reincorporation, Delaware law would provide that dividends on the Series B Preferred Stock may only be paid from “surplus” or, if there is no “surplus,” from the corporation’s net profits for the then-current or the preceding fiscal year. Unless we operate profitably, our ability to pay dividends on the Series B Preferred Stock would require the availability of adequate “surplus,” which is defined as the excess, if any, of our net assets (total assets less total liabilities) over our capital. Since March 19, 2012 (the “Effective Date”), we have often not achieved profitability, and when profitable, did not achieve significant profitability. We do not expect to achieve significant profits in the future unless we consummate an acquisition.

We may also enter into debt or other agreements in the future that may restrict us from paying dividends on the Series B Preferred Stock.

Further, even if we are permitted under our contractual obligations and Washington or Delaware law, as applicable, to pay dividends on the shares of Series B Preferred stock, we may not have sufficient cash to do so. See “—We may not have sufficient funds to redeem or repurchase the Series B Preferred Stock or pay dividends.”

We are subject to restrictions on the redemption or repurchase of the Series B Preferred Stock.

Under the certificate of designation of the Series B Preferred Stock, we will be obligated to redeem the Series B Preferred Stock on the Mandatory Redemption Date and to repurchase the Series B Preferred Stock tendered for repurchase upon a Put Event. However, we may be unable to redeem or repurchase the Series B Preferred Stock under applicable law or due to contractual restrictions.

Washington law provides that we may redeem or repurchase shares of our Series B Preferred Stock only if, after paying the redemption or repurchase price, we would be able to pay our liabilities as they become due in the usual course of business and only to the extent by which our total assets after payment of such redemption or repurchase price exceed the sum of our total liabilities plus the amount that, if we were to be dissolved at the time of the redemption, would be needed to satisfy preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the redemption or repurchase.

Upon consummation of the Reincorporation, Delaware law would provide that a redemption or repurchase payment on capital stock may only be paid from “surplus” or, if there is no “surplus,” from the corporation’s net profits for the then-current or the preceding fiscal year. Unless we operate profitably, our ability to redeem the Series B Preferred Stock would require the availability of adequate “surplus,” which is defined as the excess, if any, of our net assets (total assets less total liabilities) over our capital. Since the Effective Date, we have often not achieved profitability, and when profitable, did not achieve significant profitability. We do not expect to achieve significant profits in the future unless we consummate an acquisition.

We may also enter into debt or other agreements in the future that may restrict us from redeeming or repurchasing the Series B Preferred Stock.

Further, even if we are permitted under our contractual obligations and Washington or Delaware law, as applicable, to redeem or repurchase the shares of Series B Preferred stock, we may not have sufficient cash to do so. See “—We may not have sufficient funds to redeem or repurchase the Series B Preferred Stock or pay dividends.”

We may not consummate a Qualified Acquisition.

We may not consummate a Qualified Acquisition due to inability to find an appropriate target company or companies, an inability to obtain appropriate financing, an inability to agree to the terms of an acquisition(s) or for any other reason. We may also consummate an acquisition or acquisitions that do not constitute a Qualified Acquisition. We may not have sufficient funds to pay the Mandatory Redemption Price in the event we use some of the proceeds from the Offering to consummate one or more acquisitions that do not constitute a Qualified Acquisition and we may be unable to obtain additional financing to fund such Mandatory Redemption Price. See “—We may not have sufficient funds to redeem or repurchase the Series B Preferred Stock or pay dividends.”

We may not have sufficient funds to redeem or repurchase the Series B Preferred Stock or pay dividends.

We are required to redeem the Series B Preferred Stock (if not previously converted) on the third anniversary of the Issue Date. In addition, we are required to offer to repurchase (if not previously converted) the Series B Preferred Stock upon a Change of Control or Post-Closing Covenant Default. However, we may not have sufficient funds to make such a redemption or repurchase as required. This risk is increased by the fact that we (i) have very limited operations, (ii) in the past have not generated significant cash flows, (iii) may use net proceeds that have been deposited into the escrow account to

explore and fund, in whole or in part, acquisitions whether completed or not, including reasonable attorney fees and expenses, accounting expenses, due diligence and financial advisor fees and expenses, and (iv) may consummate an acquisition or acquisitions that do not constitute a Qualified Acquisition (and accordingly may use net proceeds that have been deposited into the escrow account), which may make it difficult for us to redeem or repurchase the Series B Preferred Stock as required or pay dividends. See “—Risks Related to WMIHC’s Business—We and our subsidiaries have limited operations; WMIHC is a holding company and its only material assets are its equity interests in its operating subsidiary and its other investments, and WMIHC’s principal source of revenue and cash flow will be distributions and certain payments from our wholly-owned subsidiary, WM Mortgage Reinsurance Company, Inc. (“WMMRC”), which is operating in runoff mode and may be restricted from paying us dividends.”

The Series B Preferred Stock is not convertible at the option of holders.

All or a portion of the Series B Preferred Stock automatically converts into our Common Stock upon an Acquisition or a Qualified Acquisition, as the case may be. If an Acquisition does not occur, none of the Series B Preferred Stock will convert into our Common Stock. If an Acquisition occurs but a Qualified Acquisition does not occur, a portion of the Series B Preferred Stock will not convert into our Common Stock. Holders of the Series B Preferred Stock will have no right to convert their shares of Series B Preferred Stock at their option into Common Stock. Furthermore, if an Acquisition or a Qualified Acquisition does occur, the Series B Preferred Stock will automatically convert into Common Stock at a conversion price no less than the Floor Price even if such conversion is unfavorable because our Common Stock is trading below the Floor Price.

We may not consummate the Reincorporation.

We are required to reincorporate as a Delaware corporation within 180 days after the Issue Date. We may not be able to consummate the Reincorporation for any reason, including because we do not obtain the requisite shareholder approval. If we are not able to consummate the Reincorporation, we will remain a Washington corporation and you will not receive many of the anticipated benefits associated with our being a Delaware corporation, including greater efficiency, predictability and flexibility with respect to our legal affairs; access to Delaware’s specialized courts for corporate law; an increase to our competitiveness in attracting talented and experienced directors and officers; an increase to our ability to raise capital; and the opportunity to reduce legal fees and administrative burdens. In addition, if we do not consummate the Reincorporation, the Note Purchase Agreement related to the Company’s subordinated 7.50% PIK notes (the “Subordinated Notes”) will not terminate and the Subordinated Notes, if issued, will rank senior to the Series B Preferred Stock in terms of interest payments and upon a dissolution. In addition, if we do not achieve the Reincorporation, the size of our Board will remain at seven and the new KKR designees will not join our Board and the holders of the Series B Preferred Stock will not be able to elect two additional directors upon certain payment failures by us.

Additionally, prior to consummating the Reincorporation, we will not have a number of authorized shares of our Common Stock sufficient to effect a mandatory conversion upon the occurrence of a Qualified Acquisition and may not have a number of authorized shares of our Common Stock sufficient to effect a mandatory conversion upon the occurrence of any Acquisition. Therefore, if a Qualified Acquisition is consummated prior to the Reincorporation, we will be able to convert only a portion of the outstanding shares of the Series B Preferred Stock into Common Stock on the applicable Mandatory Conversion Date, leaving the remaining portion of Series B Preferred Stock unconverted and outstanding. Similarly, if an Acquisition is consummated prior to the Reincorporation, we may be able to convert only a portion of the outstanding shares of the Series B Preferred Stock into Common Stock on the applicable Mandatory Conversion Date; in such event, the remaining portion of Series B Preferred Stock would be left unconverted and outstanding. In each case, those remaining unconverted shares of Series B Preferred Stock would retain the rights of the Series B Preferred Stock, including with respect to dividends, redemption, option to repurchase upon a Put Event ad liquidation, and would be converted into shares of Common Stock upon the Reincorporation or on such earlier date that we have a sufficient number of authorized shares of our Common Stock to effect such conversion. However, there is no assurance that the Reincorporation will occur or that we will have a number of authorized shares of our Common Stock sufficient to consummate a mandatory conversion upon the occurrence of an Acquisition or a Qualified Acquisition. As a result some or all of the shares of Series B Preferred Stock may not convert into our Common Stock, in which case they would be redeemed on the Mandatory Redemption Date.

Our failure to consummate the Reincorporation by 180 days following the Issue Date will obligate us to offer to repurchase your Series B Preferred Stock; however, we may not have sufficient funds to make such a repurchase or we may not be permitted to do so under applicable law. See “—We may not have sufficient funds to redeem or repurchase the Series B Preferred Stock or pay dividends.” Also, even if you elect to have us repurchase your Series B Preferred Stock and such repurchase is made by us, you may be subject to reinvestment risk.

The Series B Preferred Stock and the shares of our Common Stock issuable upon mandatory conversion of the Series B Preferred Stock are subject to restrictions on transfer.

We are selling the Series B Preferred Stock under an exemption from registration requirements under applicable federal and state securities laws. Neither the Series B Preferred Stock nor the shares of our Common Stock issuable upon mandatory conversion of the Series B Preferred Stock have been registered under the Securities Act. By purchasing the Series B Preferred Stock, you will be deemed to have made certain acknowledgments, representations and agreements as set forth in “Transfer Restrictions.” Subject to certain conditions, we have agreed to use our reasonable efforts to file, within one year of the Issue Date, a shelf registration statement with the Securities and Exchange Commission (the “SEC”) for the resale of any shares of our Series B Preferred Stock to the extent such shares of Series B Preferred Stock are not freely tradable; however, we cannot predict when or if such shelf registration statements shall become effective, or if they become effective, whether they will remain effective. If we fail to file such shelf registration statements or fail to cause them to become effective we will incur no specified penalties. See “—The Series B Preferred Stock and the Common Stock issuable upon mandatory conversion thereof may not be registered for resale.”

In addition, subject to certain conditions, we have agreed to use our reasonable efforts to file, within six months of the Issue Date, a shelf registration statement with the SEC for the resale of any shares of our Common Stock issued upon mandatory conversion of the Series B Preferred Stock to the extent such shares of Common Stock are not freely tradable; however, we cannot predict when or if such shelf registration statement shall become effective, or if it becomes effective, whether they will remain effective. See “—The Series B Preferred Stock and the Common Stock issuable upon mandatory conversion thereof may not be registered for resale.” Accordingly, until the applicable shelf registration statement becomes effective, the shares of the Series B Preferred Stock and the shares of our Common Stock issuable upon mandatory conversion of the Series B Preferred Stock may only be offered or sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Due to the nature of our operations, the exemption under Rule 144 under the Securities Act may not be available for offers and sales of the Series B Preferred Stock or our Common Stock issuable upon mandatory conversion thereof.

The Washington Charter also contains significant restrictions on the transfer of our stock, including both the Series B Preferred Stock and our Common Stock. See “—Risks Related to Our Common Stock—Our stock is subject to transfer restrictions under our Articles.” The restrictions on transfer applicable to the Series B Preferred Stock and the shares of Common Stock issuable upon mandatory conversion of the Series B Preferred Stock may affect your ability to resell such securities or reduce the price you receive in doing so.

In addition, transferees will be deemed to have made certain representations regarding their status under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

The Series B Preferred Stock and the Common Stock issuable upon mandatory conversion thereof may not be registered for resale.

Subject to certain conditions, we have agreed to use reasonable efforts to file shelf registration statements for: (i) the registration of our Common Stock issuable upon mandatory conversion of the Series B Preferred Stock within 6 months of the Issue Date to the extent the shares of Common Stock are not freely tradable and (ii) the registration of our Series B Preferred Stock within one year of the Issue Date to the extent the shares of Series B Preferred Stock are not freely tradable. However, we cannot predict when or if such shelf registration statements shall become effective, or if they become effective, whether they will remain effective. As a result, you may never be able to sell the Series B Preferred Stock or the Common Stock issuable upon mandatory conversion thereof in a registered offering.

There is no public market for the Series B Preferred Stock.

The Series B Preferred Stock will be a new issue of securities for which there is currently no market and we do not intend to list the Series B Preferred Stock on any securities exchange. Although the initial purchasers currently intend to make a market in the Series B Preferred Stock, subject to the ownership limitations contained in the Articles, they are not obligated to do so and any market-making activities may be discontinued at any time without notice. Accordingly, there may not be development of or liquidity in any market for the Series B Preferred Stock. If a market for the Series B Preferred Stock were to develop, the Series B Preferred Stock could trade at prices that may be significantly higher or lower than the initial offering price depending upon many factors, including the price of our Common Stock, prevailing interest rates, our operating results and the markets for similar securities.

The price of our Common Stock, and therefore of the Series B Preferred Stock, may fluctuate significantly, which may make it difficult for you to resell the Series B Preferred Stock or Common Stock issuable upon mandatory conversion thereof when you want or at prices you find attractive.

The market price of our Common Stock has fluctuated significantly since we emerged from Bankruptcy. We expect that the market price of our Common Stock will continue to fluctuate. Because the Series B Preferred Stock is mandatorily convertible into shares of our Common Stock upon the consummation of an Acquisition or a Qualified Acquisition, volatility

or depressed prices for our Common Stock could have a similar effect on the trading price of the Series B Preferred Stock. Holders who have received shares of our Common Stock upon mandatory conversion of their shares of Series B Preferred Stock will also be subject to the risk of volatility and depressed prices.

Our stock price may fluctuate as a result of a variety of factors, many of which are beyond our control. In addition, the stock market in general has experienced extreme volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations may adversely affect the market price of our Common Stock.

In addition, the market price of our Common Stock could also be affected by possible sales of our Common Stock by investors who view the Series B Preferred Stock as a more attractive means of equity participation in us and by hedging or arbitrage trading activity that we expect to develop involving our Common Stock. The hedging or arbitrage could, in turn, affect the trading price of the Series B Preferred Stock or any Common Stock that holders receive upon conversion of the Series B Preferred Stock.

The conversion price of the Series B Preferred Stock may not be adjusted for all dilutive events that may adversely affect the market price of the Series B Preferred Stock or the Common Stock issuable upon mandatory conversion of the Series B Preferred Stock.

The number of shares of our Common Stock that you are entitled to receive upon mandatory conversion of the Series B Preferred Stock is subject to adjustment for certain specified events, including, but not limited to, stock splits, stock recombination, or tender or exchange offers for Common Stock of WMIHC (which events are more limited than customary for convertible securities because the holders of Series B Preferred Stock participate in dividends on Common Stock on an as converted basis). However, other events, which may adversely affect the market price of our Common Stock, may not result in any adjustment, such as the issuance of Common Stock in an acquisition or for cash. Further, if any of these other events adversely affects the market price of our Common Stock, we expect it to also adversely affect the market price of our Series B Preferred Stock. In addition, the terms of our Series B Preferred Stock do not restrict our ability to offer Common Stock or securities convertible into Common Stock in the future or to engage in other transactions that could dilute our Common Stock. We have no obligation to consider the interests of the holders of our Series B Preferred Stock in engaging in any such offering or transaction.

We may issue additional series of preferred stock that rank equally to the Series B Preferred Stock as to dividend payments and liquidation preference.

Neither our Articles nor the certificate of designation for the Series B Preferred Stock prohibits us from issuing additional series of preferred stock that would rank equally to the Series B Preferred Stock as to dividend payments and liquidation preference. Our Articles provide that we have the authority to issue 5,000,000 shares of preferred stock, including the 600,000 shares of Series B Preferred Stock being offered for sale pursuant to the offering memorandum and the 1,000,000 shares of Series A Preferred Stock. The issuances of other series of preferred stock could have the effect of reducing the amounts available to the Series B Preferred Stock in the event of our liquidation, winding-up or dissolution. It may also reduce dividend payments on the Series B Preferred Stock if we do not have sufficient funds to pay dividends on all Series B Preferred Stock outstanding and outstanding parity preferred stock.

You will have limited rights with respect to the shares of our Common Stock issuable upon mandatory conversion of your Series B Preferred Stock until your Series B Preferred Stock is converted, but you may be adversely affected by certain changes made with respect to our Common Stock.

You will have limited rights with respect to the shares of our Common Stock issuable upon mandatory conversion of your Series B Preferred Stock, including rights to respond to Common Stock tender offers, if any, prior to the issuance of shares of Common Stock upon mandatory conversion, if any, but your investment in our Series B Preferred Stock may be negatively affected by these events. Upon mandatory conversion, you will be entitled to exercise the rights of a holder of Common Stock only as to matters for which the relevant record date occurs on or after the applicable mandatory conversion date.

Future issuances of preferred stock may adversely affect the market price for our Common Stock.

Additional issuances and sales of preferred stock, or the perception that such issuances and sales could occur, may cause prevailing market prices for our Common Stock to decline and may adversely affect our ability to raise additional capital in the financial markets at times and prices favorable to us.

We may not have sufficient earnings and profits in order for dividends on the Series B Preferred Stock to be treated as dividends for U.S. federal income tax purposes.

The dividends payable by us on the Series B Preferred Stock may exceed our current and accumulated earnings and profits, as calculated for U.S. federal income tax purposes. If that occurs, it will result in the amount of the dividends that exceed such earnings and profits being treated for U.S. federal income tax purposes first as a return of capital to the extent of the holder’s adjusted tax basis in the Series B Preferred Stock, and the excess, if any, over such adjusted tax basis as capital gain. Such treatment will generally be unfavorable for corporate holders and may also be unfavorable to certain other holders.

You may be subject to tax if we make or fail to make certain adjustments to the conversion price of the Series B Preferred Stock even though you do not receive a corresponding cash distribution.

The conversion price of the Series B Preferred Stock is subject to adjustment in certain circumstances. If the conversion price is adjusted as a result of a distribution that is taxable to our common shareholders, you may be deemed to have received a dividend subject to U.S. federal income tax to the extent of our current and accumulated earnings and profits without the receipt of any cash. In addition, a failure to adjust (or to adjust adequately) the conversion price after an event that increases your proportionate interest in us could be treated as a deemed taxable dividend to you. If you are a non-U.S. holder, any deemed dividend may be subject to U.S. federal withholding tax at a 30% rate, or such lower rate as may be specified by an applicable treaty, which may be set off against subsequent payments on the Series B Preferred Stock. A non-U.S. holder is a beneficial owner of Series B Preferred Stock or Common Stock received in respect thereof (other than a partnership or entity treated as a partnership for U.S. federal income tax purposes) and that is not a U.S. holder.

Risks Related to Our Common Stock

Our stock is subject to transfer restrictions under our Articles.

Our Articles contain significant restrictions on the transfer of our stock (including any other instruments treated as stock for purposes of Section 382). These court-approved transfer restrictions have been adopted in order to minimize the likelihood that we will be deemed to have an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”) that could limit our ability to utilize significant net operating loss (“NOL”) carry forwards under and in accordance with the Code and regulations promulgated by the Internal Revenue Service (the “IRS”). In particular, without the approval of our Board, (i) no person or group of persons treated as a single entity under Treasury Regulation Section 1.382-3 will be permitted to acquire, whether directly or indirectly, and whether in one transaction or a series of related transactions, any of our stock or any other instrument treated as stock for purposes of Section 382, to the extent that after giving effect to such purported acquisition (a) the purported acquirer or any other person by reason of the purported acquirer’s acquisition would become a Substantial Holder, or (b) the percentage stock ownership of a person that, prior to giving effect to the purported acquisition, is already a Substantial Holder would be increased; and (ii) no Substantial Holder may dispose, directly or indirectly, of any class of our stock or any other instrument treated as stock for purposes of Section 382.

WMIHC’s Common Stock is currently trading over-the-counter on the OTCQB electronic quotation system without the support of WMIHC and caution is advised.

Our Common Stock is not currently listed on an exchange or a national market. Our Common Stock currently trades over-the-counter on OTCQB on an unsolicited quote basis, meaning that all prices reflect unsolicited customer orders. Investors are cautioned that no firm is making a market in our stock and investors may have a difficult time selling our stock. We have not taken any steps or actions to list or otherwise facilitate any trading in our Common Stock. We have no control over the trading of our securities on the OTCQB or otherwise, except for the restrictions on transfers contained in our Articles. Although we must use our reasonable efforts to list our Common Stock on a national securities exchange after becoming eligible to do so and upon approval of the Board, there can be no assurance that we will meet eligibility standards for listing or otherwise be able to list our Common Stock on a timely basis or at all.

Although WMIHC’s Common Stock is currently quoted on the OTCQB, if we do not meet or comply with the recent rule changes to the OTCQB our shares may be delisted from the OTCQB and would likely be traded on the OTC Pink (aka the Pink Sheets).

Although WMIHC’s Common Stock is currently quoted on the OTCQB, effective as of May 1, 2014, the OTC Markets Group, Inc. changed its rules for OTCQB eligibility. To be eligible for OTCQB, companies will be required to:

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meet a minimum bid price test of $0.01. Securities that do not meet the minimum bid price test will be downgraded to OTC Pink;

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submit an application to OTCQB and pay an application and annual fee; and

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submit an OTCQB Annual Certification confirming the Company Profile displayed on www.otcmarkets.com is current and complete and providing additional information on officers, directors, and controlling shareholders.

Management has not yet determined whether it will submit the required application and pay the associated fees to remain quoted on the OTCQB. In the event we do not submit an application and pay those fees our Common Stock will likely be downgraded to the OTC Pink, which could adversely affect the market liquidity of our Common Stock.

We may be unable to list WMIHC’s Common Stock on a national securities exchange, which could limit investors’ ability to make transactions in its Common Stock and subject us to trading restrictions.

Although we will use our reasonable efforts to list our Common Stock on a national securities exchange after becoming eligible to do so and upon approval of our Board, there can be no assurance of whether or at what time such listing will occur. In order to list WMIHC’s Common Stock on a national securities exchange, we will be required to demonstrate compliance with initial listing requirements, including certain financial, distribution and stock price levels. We cannot assure you that we will be able to meet those initial listing requirements.

If we are not able to list WMIHC’s Common Stock on a national securities exchange, we could face significant material adverse consequences, including:

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a limited availability of market quotations for WMIHC’s Common Stock;

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reduced liquidity for WMIHC’s Common Stock;

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a determination that WMIHC’s Common Stock is a “penny stock” which will require brokers trading in WMIHC’s Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for WMIHC’s Common Stock;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

We may need to sell additional shares of WMIHC’s Common Stock or other securities in the future to meet WMIHC’s capital requirements. In such circumstances, the ownership interests of WMIHC’s shareholders prior to such sale could be substantially diluted.

WMIHC has 500,000,000 shares of Common Stock and 5,000,000 shares of preferred stock authorized for issuance. As of September 30, 2014, WMIHC had 202,343,245 shares of its Common Stock issued and outstanding. The possibility of dilution posed by shares available for future sale could reduce the market price of WMIHC’s Common Stock and could make it more difficult for WMIHC to raise funds through equity offerings in the future.

In connection with the KKR Transaction, 1,000,000 shares of Series A Preferred Stock, and Warrants to purchase 61,400,000 shares of WMIHC’s Common Stock were issued effective January 30, 2014. “KKR Transaction” means, collectively, (i) the Note Purchase Agreement, (ii) an investment agreement, dated as of January 30, 2014 (the “Investment Agreement”), with KKR Fund and, for limited purposes, KKR Management and (iii) an investor rights agreement, dated as of January 30, 2014 (the “Investor Rights Agreement”).

Risks Related to WMIHC’s Business

WMIHC and its subsidiaries have limited operations; WMIHC is a holding company, and its only material assets are its equity interests in its operating subsidiary and its other investments, and WMIHC’s principal source of revenue and cash flow will be distributions and certain payments from our wholly-owned subsidiary, WMMRC, which is operating in runoff mode and is subject to restrictions from paying us dividends.

As a holding company, our only material assets are our cash on hand, the equity interests in our subsidiaries (WMMRC and WMI Investment Corp. (“WMIIC”)) and other investments. As of the Effective Date, WMIHC had no operations other than WMMRC’s legacy reinsurance business with respect to mortgage insurance which is being operated in runoff mode. WMMRC has not written any new business since September 26, 2008 (the “Petition Date”). As of September 30, 2014, excluding restricted cash and assets held in trust, we had approximately $87.7 million in cash, cash equivalents, and investments, which includes $9.4 million held by our wholly-owned subsidiary, WMMRC; WMIIC holds no assets and generates no revenues. For the foreseeable future, our principal source of revenue and cash will be investment income from our investment portfolio, if any, use of cash and cash equivalents, distributions from our operating subsidiary, if any, and certain payments made to us by WMMRC pursuant to the Administrative Services Agreement, dated as of March 19, 2012, between WMIHC and WMMRC (the “Administrative Services Agreement”) and Investment Management Agreement, dated as of March 19, 2012, between WMIHC and WMMRC (the “Investment Management Agreement”). WMMRC is limited by contract from making distributions to WMIHC until WMIHC’s 13% Senior First Lien Notes due 2030 (the “First Lien

Notes”) and 13% Senior Second Lien Notes due 2030 (the “Second Lien Notes” and, together with the First Lien Notes, the “Runoff Notes”) are paid in full and is limited by insurance law from making distributions to us unless prior approval is obtained from the Insurance Commissioner of the State of Hawaii. Thus, our ability to service our debt, finance acquisitions and pay dividends to our shareholders in the future is dependent on the ability of our operating subsidiary to generate sufficient net income and cash flows to make upstream cash distributions to us. Our subsidiaries are and will be separate legal entities, and although they may be wholly-owned or controlled by us, they have no obligation to make any funds available to us, whether in the form of loans, dividends, distributions or otherwise except for distributions of Runoff Proceeds (as defined in the Indentures governing the Runoff Notes) to pay the note holders under the Indenture. The ability of our operating subsidiary to distribute cash to us will also be subject to, among other things, restrictions that are contained in our Indentures, availability of sufficient funds and applicable state laws and regulatory restrictions. Claims of creditors of our subsidiaries generally will have priority as to the assets of such subsidiaries over our claims and claims of our creditors and shareholders. To the extent the ability of our operating subsidiary to distribute dividends or other payments to us could be limited in any way, this could materially limit our ability to grow, pursue business opportunities or make acquisitions that could be beneficial to our businesses, otherwise fund and conduct our business or fund dividends, redemptions or repurchases of the Series B Preferred Stock.

WMIHC, together with its subsidiaries, may not be able to fully utilize our NOL and other tax carry forwards.

As of December 31, 2012, WMIHC and its subsidiaries had U.S. federal NOLs of approximately $7.54 billion, of which approximately $5.97 billion was allocated to that portion of 2012 after the ownership change described in the offering memorandum that, if unused, will begin to expire in 2029. We have determined that, as of December 31, 2013, WMIHC and its subsidiaries had NOLs not subject to limitation under Section 382 of the Code of approximately $5.96 billion. Both WMIHC and WMMRC have caused a 100% valuation allowance to be recorded against the deferred tax assets.

On the Effective Date, we believe that WMIHC and its subsidiaries experienced an “ownership change” within the meaning of Sections 382 and 383 of the Code. An ownership change is generally defined as a more than 50 percentage point increase in equity ownership by “5-percent shareholders” (as that term is defined for purposes of Sections 382 and 383 of the Code) in any three-year period or since the last ownership change if such prior ownership change occurred within the prior three-year period. As a result of the ownership change on the Effective Date, the limitations on the use of pre-change losses and other carry forward tax attributes in Sections 382 and 383 of the Code apply and WMIHC and its subsidiaries will only be able to utilize a small portion of their NOL carry forwards from the years prior to 2012 and the portion of the NOL for 2012 allocable to the portion of the year prior to March 20, 2012. The utilization of the NOL for 2012 allocable to the portion of the year after the Effective Date and the NOLs from subsequent years should not be affected by the ownership change on the Effective Date.

The ability of WMIHC and its subsidiaries, and any future subsidiary (including a subsidiary acquired in a Qualified Acquisition), to utilize their NOLs and other tax carry forwards to reduce taxable income in future years may be limited for various reasons, including if projected future taxable income is insufficient to recognize the full benefit of such NOL carry forwards prior to their expiration and/or the IRS challenges that a transaction or transactions were concluded with the principal purpose of sheltering future tax liabilities. There can be no assurance that we will have sufficient taxable income or that the IRS will not challenge the use of the NOLs in later years to enable the Company to use the NOLs before they expire. Additionally, the ability of WMIHC and its subsidiaries (and any future subsidiary) to fully use these tax assets could also be adversely affected if the respective companies were deemed to have another “ownership change” within the meaning of Sections 382 and 383 of the Code. Although we have certain transfer restrictions in place under our Articles (as described below), our Board could issue additional shares of stock or permit future ownership changes and conversions or redemptions of our stock and, which, depending on their magnitude, could result in ownership changes that would trigger the imposition of additional limitations on the utilization of our NOLs under Sections 382 and 383 of the Code. Accordingly, there can be no assurance that, in the future, WMIHC and/or its subsidiaries (and any future subsidiary) will be able to utilize its NOLs or not experience additional limitations on utilizing the tax benefits of their NOLs and other tax carry forwards. Such limitations could have a material adverse effect on WMIHC and/or its subsidiaries’ results of operations, cash flows or financial condition.

In an attempt to minimize the likelihood of an additional ownership change occurring, our Articles contain transfer restrictions limiting the acquisition (and disposition) of our stock or any other instrument treated as stock for purposes of Section 382 by persons or group of persons treated as a single entity under Treasury Regulation Section 1.382-3 owning (actually or constructively), or who would own as a result of the transaction, 4.75 percent of the total value of our stock (including any other interests treated as stock for purposes of Section 382). Nevertheless, it is possible that we could undergo an additional ownership change, either by events within or outside of the control of our Board, e.g., indirect changes in the ownership of persons owning 5 percent of our stock. Also, in the event that the Second Lien Notes are recharacterized as equity, transfers of such notes might be taken into account for purposes of Section 382 of the Code. Moreover, approximately

2.9 million shares of our Common Stock are held in escrow in the Disputed Equity Escrow (as defined in Washington Mutual, Inc.’s and WMIIC’s Seventh Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code). A subsequent release or transfer of the stock potentially could result in an ownership change of WMIHC at that time. In the event of a subsequent ownership change, all or part of the NOLs from 2012 and subsequent years that were previously unlimited could also become subject to an annual limitation.

The IRS could challenge the amount, timing and/or use of our NOL carry forwards.

The amount of our NOL carry forwards has not been audited or otherwise validated by the IRS. Among other things, the IRS could challenge whether an ownership change occurred on the Effective Date, as well as the amount, the timing and/or our use of our NOLs. Any such challenge, if successful, could significantly limit our ability to utilize a portion or all of our NOL carry forwards. In addition, calculating whether an ownership change has occurred within the meaning of Section 382 of the Code is subject to inherent uncertainty, both because of the complexity of applying Section 382 of the Code and because of limitations on a publicly-traded company’s knowledge as to the ownership of, and transactions in, its securities. Therefore, the calculation of the amount of our utilizable NOL carry forwards could be changed as a result of a successful challenge by the IRS or as a result of new information about the ownership of, and transactions in, our securities.

Possible changes in legislation could negatively affect our ability to use the tax benefits associated with our NOL carry forwards.

The rules relating to U.S. federal income taxation are constantly under review by persons involved in the legislative and administrative rulemaking processes, by the IRS and by the United States Treasury Department, resulting in revisions of regulations and revised interpretations of established concepts as well as statutory changes. Future revisions in U.S. federal tax laws and interpretations thereof could adversely impair our ability to use some or all of the tax benefits associated with our NOL carry forwards.

If we are unable to make acquisitions or there are delays in finding suitable acquisition targets, WMIHC will likely never achieve sustained profitability, which would adversely affect the value of the Company.

Our ability to successfully execute an acquisition strategy will impact our ability to achieve profitability and grow our business. There can be no assurances that we will be successful in this endeavor. We may need additional capital to complete an acquisition, but there can be no assurances that we will be able to raise sufficient additional capital. WMIHC’s inability to make acquisitions may impair WMIHC’s ability to be profitable. WMIHC may not be able to achieve profitability on a quarterly or annual basis. There may be a substantial period of time before we are able to invest and make suitable acquisitions. Delays we encounter in the selection, acquisition and/or development of targets could adversely affect the value of the Company.

Our Board may change our investment strategy without shareholder approval, which could alter the nature of your investment.

Our Board is developing and reviewing its strategic and investment strategy for the Company and determining what is in the best interest of our shareholders. This strategy may change over time. The methods of implementing our strategy may vary, as trends emerge and new investment opportunities develop. Our strategy, the methods for its implementation, and our other objectives, may be altered by our Board without the approval of our shareholders. As a result, the nature of your investment could change without your consent.

Future acquisitions or business opportunities could involve unknown risks that could harm our business and adversely affect our financial condition.

We are a holding company that holds all of the equity interests of WMMRC and WMIIC. In the future we intend to acquire other businesses or make other acquisitions that may involve unknown risks, some of which will be particular to the industry in which the business or acquisition targets operate. Although we intend to conduct business, financial and legal due diligence in connection with the evaluation of future business or acquisition opportunities, there can be no assurance our due diligence investigations will identify every matter that could have a material adverse effect on us. The realization of any unknown risks could prevent or limit us from realizing the projected benefits of the businesses or acquisitions, which could adversely affect our financial condition and liquidity. In addition, our financial condition, results of operations and the ability to service our debt will be subject to the specific risks applicable to any business or company we acquire.

Affiliates of KKR own a substantial amount of equity interests in us, and have other substantial interests in us and agreements with us, and may have conflicts of interest with us or the holders of the Series B Preferred Stock.

Prior to the Offering, affiliates of KKR hold approximately 26.1% of our Common Stock (after giving effect to the exercise of outstanding Warrants and the conversion of the Series A Preferred Stock). In addition, affiliates of KKR have committed to purchase $200 million in liquidation preference of the Series B Preferred Stock offered hereby. Affiliates of KKR have also entered into the Note Purchase Agreement, the Investment Agreement and the Investor Rights Agreement with us, providing for the commitment to issue the Subordinated Notes, the Warrants and granting such affiliates of KKR certain rights with respect to our future equity issuances and allowing KKR to designate one member of our Board. In connection with the Reincorporation, two designees of KKR will join our Board. Prior to or simultaneously with the Issue Date, the parties to the Note Purchase Agreement will execute an amendment to the Note Purchase Agreement that will have the effect of terminating the Note Purchase Agreement immediately following the consummation of the Reincorporation.

As a result, affiliates of KKR may have substantial influence over our decisions to enter into any corporate transaction and may have the ability to prevent any transaction that requires the approval of shareholders regardless of whether holders of the Series B Preferred Stock believe that any such transactions are in their own best interests. For example, affiliates of KKR could potentially cause us to refrain from making acquisitions in a manner that is not in the best interests of holders of the Series B Preferred Stock. KKR will not provide oversight of or have control over or be involved with the investment activities or other operations of the Company.

Neither KKR nor its anticipated director appointees are required to present us with investment opportunities and may pursue them separately or otherwise compete with us.

Neither KKR nor its anticipated directors appointees are obligated to present us with investment opportunities. Moreover, each of KKR, our officers and our directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to another entity pursuant to which KKR, such officer or such director is required to present an acquisition opportunity to such entity. Accordingly, if any of KKR, our officers or our directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, it, he or she will honor its, his or her fiduciary or contractual obligations to present such acquisition opportunity to such other entity, and only present it to us if such entity rejects the opportunity. After the Reincorporation, our Articles will provide that we renounce our interest or expectancy in any corporate opportunity in which KKR or its anticipated director appointees seek to participate unless such opportunity (i) was first presented to KKR’s anticipated director appointees solely in their capacity as directors of WMIHC or (ii) is identified by KKR or its anticipated director appointees solely through the disclosure of information by or on behalf of us. We will not be prohibited from pursuing an investment opportunity with respect to which we have renounced our interest or expectancy.

Additionally, KKR is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us or that compete with us for acquisitions. KKR may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. In addition, KKR’s interest in its portfolio companies could impact our ability to pursue acquisition opportunities. The holders of the Series B Preferred Stock should consider that the interests of KKR may differ from their interests in material respects.

KKR is not our investment advisor and owes no fiduciary duty to us or to holders of our Common Stock or Series B Preferred Stock.

KKR is not our investment adviser and otherwise has no advisory, fiduciary or similar relationship with us or with holders of our Common Stock or Series B Preferred Stock. KKR is not our sponsor, and the Company is not an investment product offered by KKR. KKR is not making any recommendation to any prospective investor about whether to invest in the Company. KKR has no obligations (contractual, fiduciary or otherwise) to us, disclaims having any liability for our performance, investments or activities, and will not be responsible for any action or inaction of our management. Furthermore, KKR is entitled to an indemnification relating to the Offering.

WMIHC’s senior credit facility will not be available following the Issue Date.

WMIHC has a senior secured multi-draw term loan with an aggregate original principal amount not to exceed $125.0 million, subject to certain terms and conditions set forth in the Financing Agreement (the “Financing Agreement”), dated as of March 19, 2012, by and among WMIHC, WMIIC, the lenders party thereto (each a “Lender” and collectively, the “Lenders”) and U.S. Bank National Association, a national banking association, as administrative agent for the Lenders.

WMIHC has not drawn on the Financing Agreement. Prior to or within six business days after the Issue Date, the Financing Agreement will be terminated or WMIHC will have permanently reduced the amount of loan commitment available thereunder to zero, and in either event, WMIHC will no longer have access to these funds. We may need additional capital and/or debt to complete an acquisition, but there can be no assurances that we will be able to raise sufficient additional capital or obtain sufficient debt financing.

The Note Purchase Agreement will terminate immediately following the consummation of the Reincorporation.

Pursuant to the Note Purchase Agreement, WMIHC may, at its election, issue up to $150 million aggregate principal amount (at issuance) of Subordinated Notes to KKR Management, on one or more occasions until January 30, 2017, subject to certain terms and conditions. WMIHC has not issued any Subordinated Notes to KKR Management under the Note Purchase Agreement.

Prior to or simultaneously with the Issue Date, the parties to the Note Purchase Agreement will execute an amendment to the Note Purchase Agreement that will have the effect of terminating the Note Purchase Agreement immediately following the consummation of the Reincorporation, in which case WMIHC will no longer have access to this funding arrangement. We may need additional capital to complete an acquisition, but there can be no assurances that we will be able to raise sufficient additional capital. The amendment to the Note Purchase Agreement will also waive any and all defaults, events of default and rights to terminate the Note Purchase Agreement arising as a result of the Offering and will permit the performance of, and compliance with, all of the terms of the Series B Preferred Stock. Unless and until the Reincorporation is consummated, the Note Purchase Agreement will remain in effect, subject to its terms as amended by the amendment.

Because our historical consolidated financial statements reflect fresh start reporting adjustments following emergence from bankruptcy, as well as effects of the transactions contemplated by the Bankruptcy Plan, financial information in our future financial statements will not be comparable to WMI’s financial information prior to our emergence from bankruptcy.

Following emergence from Chapter 11, we adopted fresh start reporting in accordance with ASC 852 (Reorganizations) (“ASC 852”), pursuant to which the reorganization value of the entity was assigned to the entity’s assets and liabilities in conformity with the procedures specified by ASC 805 (Business Combinations), which requires that the entity measure the identifiable assets and liabilities at their acquisition-date fair values. Adopting fresh start reporting resulted in a new reporting entity with no beginning retained earnings or deficit. In addition to the adoption of fresh start reporting, our post-emergence consolidated financial statements reflect effects of the transactions contemplated by the Bankruptcy Plan. Thus, our future balance sheets and results of operations may not be entirely comparable in certain respects to balance sheets and consolidated statements of operations data for periods prior to the adoption of fresh start reporting and prior to accounting for the effects of the reorganization. Our historical financial information may not be indicative of future financial information.

The nature of certain of our assets is volatile and their value may fluctuate or change over short periods of time.

As of September 30, 2014, we had $153.8 million cash and other securities, of which approximately $78.3 million was held directly by WMIHC and approximately $75.5 million was held by WMMRC. Under most circumstances, WMMRC’s cash will not be available for use by WMIHC. Investing in securities other than United States government investments will likely result in a higher risk of loss to us, particularly in light of uncertain domestic and global political, credit and financial market conditions. We value these securities for various purposes based on a number of factors, including, without limitation, third-party independent valuations. Because valuations, and particularly valuations of securities of private securities and illiquid securities, are inherently uncertain, such valuations may fluctuate significantly over short periods of time and may differ materially from the values that would have been obtained if an active market existed for these securities.

Transfer Restrictions

The shares of Series B Preferred Stock and the Common Stock issuable upon mandatory conversion of the Series B Preferred Stock are subject to restrictions on transfer as summarized below, in addition to restrictions on transfer set forth in the Articles. By purchasing shares of Series B Preferred Stock, purchasers will be deemed to have made the following acknowledgments, representations to and agreements with the Company and the Initial Purchasers:

(1) Each purchaser acknowledges that:

•

the shares of Series B Preferred Stock and the Common Stock issuable upon mandatory conversion of the Series B Preferred Stock have not been registered under the Securities Act or any other securities laws and are being offered for resale in transactions that do not require registration under the Securities Act or any other securities laws; and

•

unless so registered, the shares of Series B Preferred Stock and the Common Stock issuable upon mandatory conversion of the Series B Preferred Stock may not be offered, sold or otherwise transferred except under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or any other applicable securities laws, and in each case in compliance with the conditions for transfer set forth in paragraph 5 below.

(2) Each purchaser acknowledges that the offering memorandum relates to an offering that is exempt from registration under the Securities Act and may not comply in important respects with SEC rules that would apply to an offering document relating to a public offering of securities.

(3) Each purchaser represents that it is a qualified institutional buyer (as defined in Rule 144A under the Securities Act) and is purchasing shares of Series B Preferred Stock for its own account or for the account of another qualified institutional buyer, and it is aware that the Initial Purchasers are selling the shares of Series B Preferred Stock to it in reliance on Rule 144A.

(4) Each purchaser acknowledges that neither the Company nor the Initial Purchasers nor any person representing the Company or the Initial Purchasers have made any representation to such purchaser with respect to the Company or the offering of the shares of Series B Preferred Stock, other than the information contained in the offering memorandum. Accordingly, purchasers acknowledge that no representation or warranty is made by the Initial Purchasers as to the accuracy or completeness of such materials. Each purchaser represents that it is relying only on the offering memorandum in making its investment decision with respect to the Series B Preferred Stock. Each purchaser agrees that it has had access to such financial and other information concerning the Company, the Series B Preferred Stock and the Common Stock issuable upon mandatory conversion of the Series B Preferred Stock as it has deemed necessary in connection with its decision to purchase Series B Preferred Stock, including an opportunity to ask questions of and request information from the Company.

(5) Each purchaser represents that it is purchasing shares of Series B Preferred Stock for its own account, or for one or more investor accounts for which it is acting as a fiduciary or agent, in each case not with a view to, or for offer or sale in connection with, any distribution of the Series B Preferred Stock or the Common Stock issuable upon mandatory conversion of the Series B Preferred Stock in violation of the Securities Act, subject to any requirement of law that the disposition of such purchaser’s property or the property of that investor account or accounts be at all times within such purchaser’s or their control and subject to its or their ability to resell the Series B Preferred Stock and the Common Stock issuable upon mandatory conversion of the Series B Preferred Stock pursuant to Rule 144A or any other available exemption from registration under the Securities Act. Each purchaser agrees on its own behalf and on behalf of any investor account for which it is purchasing Series B Preferred Stock, and each subsequent holder of the Series B Preferred Stock or the Common Stock issuable upon mandatory conversion of the Series B Preferred Stock by its acceptance of the Series B Preferred Stock or the Common Stock issuable upon mandatory conversion of the Series B Preferred Stock will be deemed to have agreed, that the Series B Preferred Stock and the Common Stock issuable upon mandatory conversion of the Series B Preferred Stock may be offered, sold or otherwise transferred only:

(a)

to the Company or any of its subsidiaries;

(b)

under a registration statement that has been declared effective under the Securities Act;

(c)

for so long as the shares of Series B Preferred Stock and the Common Stock issuable upon mandatory conversion of the Series B Preferred Stock are eligible for resale under Rule 144A, to a person the seller reasonably believes is a qualified institutional buyer that is purchasing for its own account or for the account of another qualified institutional buyer and to whom notice is given that the transfer is being made in reliance on Rule 144A; or

(d)

under any other available exemption from the registration requirements of the Securities Act,

subject in each of the above cases to any requirement of law that the disposition of the seller’s property or the property of an investor account or accounts be at all times within the seller’s or account’s control and to compliance with any applicable state securities laws.

(6) Each purchaser also acknowledges that:

•

the above restrictions on resale will apply from the Issue Date and, due to the nature of the Company’s operations, the exemption under Rule 144 under the Securities Act may not be available for offers and sales of the Series B Preferred Stock or the Company’s Common Stock issuable upon mandatory conversion thereof;

•

the Company and the transfer agent reserve the right to require in connection with any offer, sale or other transfer of Series B Preferred Stock or the Common Stock issuable upon mandatory conversion of the Series B Preferred Stock under clause (d) above the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company and the transfer agent; and

•

each share of Series B Preferred Stock and, with appropriate modifications, each share of Common Stock issuable upon mandatory conversion of the Series B Preferred Stock will contain a legend substantially to the following effect:

THE SHARES OF SERIES B PREFERRED STOCK REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON MANDATORY CONVERSION OF SUCH SHARES (COLLECTIVELY, THIS “SECURITY”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,

PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRANSFER AGENT’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

BY ITS ACQUISITION OF THIS SECURITY, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT NO PORTION OF THE ASSETS USED BY THE HOLDER TO ACQUIRE OR HOLD ANY INTEREST IN THIS SECURITY CONSTITUTES OR WILL CONSTITUTE THE ASSETS OF ANY (A) EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (B) PLAN DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (EACH SUCH EMPLOYEE BENEFIT PLAN AND PLAN DESCRIBED IN CLAUSES (A) AND (B) REFERRED TO AS AN “ERISA PLAN”), (C) PLAN, ACCOUNT OR OTHER ARRANGEMENT SUBJECT TO PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE THAT COULD CAUSE THE UNDERLYING ASSETS OF THE ISSUER TO BE TREATED AS ASSETS OF SUCH PLAN, ACCOUNT OR ARRANGEMENT (A “SIMILAR LAW PLAN”) OR (D) ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO INCLUDE “PLAN ASSETS” OF ANY SUCH ERISA PLAN OR SIMILAR LAW PLAN PURSUANT TO SECTION 3(42) OF ERISA AND ANY REGULATIONS THAT MAY BE PROMULGATED THEREUNDER OR OTHERWISE.

(7) Each purchaser represents and warrants that no portion of the assets used by it to acquire or hold any Series B Preferred Stock and, until such time as the Transfer Restrictions discussed herein, the Common Stock issuable upon conversion of the Series B Preferred Stock, constitute or will constitute the assets of any (a) employee benefit plan subject to Title I of ERISA, (b) plan described in and subject to Section 4975 of the Code, (each such employee benefit plan and plan described in clauses (a) and (b) referred to as an “ERISA Plan”), (c) plan, account or other arrangement subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Code that could cause the underlying assets of the Issuer to be treated as assets of such plan, account or arrangement (a “Similar Law Plan”) or (d) entity whose underlying assets are deemed to include “plan assets” of any such ERISA Plan or Similar Law Plan pursuant to Section 3(42) of ERISA and any regulations that may be promulgated thereunder or otherwise.

(8) Each purchaser represents and warrants that: (i) it is not part of a group of persons who have a formal or informal understanding among themselves to make a coordinated acquisition or disposition of the Series B Preferred Stock or any other stock of the Company (including any other instruments treated as stock for purposes of Section 382) if such group will be treated as owning in the aggregate 4.75% or more of the total value of the Company’s stock (including any other instrument treated as stock for purposes of Section 382); and (ii) it is not treated under Treasury Regulation Section 1.382-2T(g), (h) (without regard to the rule that treats stock of an entity as to which the constructive ownership rules apply as no longer owned by that entity), (j) and (k), and Treasury Regulation Section 1.382-4 as the indirect or constructive owner of any other stock (including any other instrument treated as stock for purposes of Section 382) of the Company if such indirect or constructive ownership would cause such holder to be treated as owning 4.75% or more of the total value of the Company’s stock (including any other instrument treated as stock for purposes of Section 382).

(9) Each purchaser acknowledges that the Company, the Initial Purchasers and others will rely upon the truth and accuracy of the above acknowledgments, representations and agreements. Each purchaser agrees that if any of the acknowledgments, representations or agreements it is deemed to have made by its purchase of Series B Preferred Stock is no longer accurate, it

will promptly notify the Company and the Initial Purchasers. If such purchaser is purchasing any shares of Series B Preferred Stock as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each of those accounts and that it has full power to make the above acknowledgments, representations and agreements on behalf of each account.

Item 8.01

Other Events

On December 19, 2014, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)	The following exhibits are furnished as part of this Current Report on Form 8-K.


Number		Exhibit

10.1		Purchase Agreement, dated December 19, 2014, by and among WMI Holdings Corp., Citigroup Global Markets Inc., and KKR Capital Markets LLC

10.2		Amendment and Waiver to Note Purchase Agreement, dated December 19, 2014, by and among WMI Holdings Corp., the guarantors party thereto, and KKR Management Holdings L.P.

10.3		Voting Agreement and Proxy, dated December 19, 2014, by and between WMI Holdings Corp. and KKR Fund Holdings L.P.

10.4		Letter Agreement, dated December 19, 2014, by and among WMI Holdings Corp., KKR Fund Holdings L.P., and KKR Management Holdings L.P.

99.1		Press Release, dated December 19, 2014

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K and the exhibits contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. 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. Some of these risks are identified and discussed under “Risk Factors” in our Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. 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.

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.

Exhibit Index


Number		Exhibit

10.1		Purchase Agreement, dated December 19, 2014, by and among WMI Holdings Corp., Citigroup Global Markets Inc., and KKR Capital Markets LLC

10.2		Amendment and Waiver to Note Purchase Agreement, dated December 19, 2014, by and among WMI Holdings Corp., the guarantors party thereto, and KKR Management Holdings L.P.

10.3		Voting Agreement and Proxy, dated December19, 2014, by and between WMI Holdings Corp. and KKR Fund Holdings L.P.

10.4		Letter Agreement, dated December 19, 2014, by and among WMI Holdings Corp., KKR Fund Holdings L.P., and KKR Management Holdings L.P.

99.1		Press Release, dated December 19, 2014

Exhibit 10.1

WMI HOLDINGS CORP.

600,000 shares of 3.00% Series B Convertible Preferred Stock

Par value $0.00001 and liquidation preference $1,000 per share

Purchase Agreement

December 19, 2014

Citigroup Global Markets Inc.

KKR Capital Markets LLC

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Ladies and Gentlemen:

WMI Holdings Corp., a corporation organized under the laws of Washington (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule I hereto (the “Initial Purchasers”), 600,000 shares of 3.00% Series B Convertible Preferred Stock, par value $0.00001 and liquidation preference $1,000 per share (the “Securities”), subject to reduction as provided in Section 2 hereof. The Securities are mandatorily convertible into shares of Common Stock, par value $0.00001 per share (the “Common Stock”), of the Company at the conversion price set forth in Schedule III hereto. The terms of the Securities will be set forth in a certificate of designation (the “Certificate of Designation”), to be dated as of the Closing Date (as defined below). The Securities and the Common Stock issuable upon mandatory conversion of the Securities will have the benefit of a registration rights agreement (the “Registration Rights Agreement”), to be dated as of the Closing Date, between the Company and the Initial Purchasers, pursuant to which the Company will agree to use reasonable efforts to file and cause to be declared effective under the Act a shelf registration statement for the resale of each of the Securities and the Common Stock, subject to the terms and conditions therein specified. The use of the neuter in this Agreement shall include the feminine and masculine wherever appropriate. Certain terms used herein are defined in Section 22 hereof.

The sale of the Securities to the Initial Purchasers will be made without registration of the Securities or the Common Stock issuable upon mandatory conversion thereof under the Act in reliance upon exemptions from the registration requirements of the Act.

In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum, dated December 12, 2014 (as amended or supplemented at the date thereof, including any and all exhibits thereto and any information incorporated by reference therein, the “Preliminary Memorandum”), a final term sheet, dated December 19, 2014, in the form approved by you and attached as Schedule III hereto (the “Term Sheet”) and a final offering memorandum, dated December 19, 2014 (as amended or supplemented at the

Execution Time, including any and all exhibits thereto and any information incorporated by reference therein, the “Final Memorandum”). Each of the Preliminary Memorandum and the Final Memorandum sets forth certain information concerning the Company, the Securities and the Common Stock issuable upon mandatory conversion thereof. The Company hereby confirms that it has authorized the use of the Disclosure Package, the Preliminary Memorandum and the Final Memorandum, and any amendment or supplement thereto, in connection with the offer and sale of the Securities by the Initial Purchasers. Unless stated to the contrary, any references herein to the terms “amend”, “amendment” or “supplement” with respect to the Final Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the Execution Time that is incorporated by reference therein.

1. Representations and Warranties. The Company represents and warrants to, and agrees with, each Initial Purchaser as set forth below in this Section 1.

(a) The Preliminary Memorandum, at the date thereof, did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the Execution Time, on the Closing Date and on any settlement date, the Final Memorandum did not and will not (and any amendment or supplement thereto, at the date thereof, at the Closing Date and on any settlement date, will not) contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty as to the information contained in or omitted from the Preliminary Memorandum or the Final Memorandum, or any amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Initial Purchasers specifically for inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of the Initial Purchasers consists of the information described as such in Section 8(b) hereof.

(b) As of the Execution Time, (i) (a) the Disclosure Package and (b) any form of general solicitation or general advertising (within the meaning of Regulation D) (each, a “General Solicitation”) by the Company, its Affiliates or any person acting on its or their behalf, when taken together as a whole with the Disclosure Package, does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by the Initial Purchasers specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of the Initial Purchasers consists of the information described as such in Section 8(b) hereof.

(c) None of the Company, its Affiliates, or any person acting on its or their behalf has directly or indirectly, made offers or sales of any security, or solicited offers to buy, any security under circumstances that would require the registration of the Securities or the Common Stock issuable upon mandatory conversion thereof under the Act, other than as contemplated by the Registration Rights Agreement.

(d) None of the Company, its Affiliates, or any person acting on its or their behalf has engaged in any General Solicitation or used any electronic road show in connection with any offer or sale of the Securities or the Common Stock issuable upon mandatory conversion thereof, other than any electronic road show or General Solicitation in respect of which the Initial Purchasers have given their prior consent; provided that the prior consent of the Initial Purchasers shall be deemed to have been given in respect of the General Solicitation included in Schedule IV hereto.

(e) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Act.

(f) Assuming the accuracy of the representations of each Initial Purchaser in Section 4 hereof, no registration under the Act of the Securities or the Common Stock issuable upon mandatory conversion thereof is required for the offer and sale of the Securities to or by the Initial Purchasers in the manner contemplated herein, in the Disclosure Package and the Final Memorandum.

(g) The Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Disclosure Package and the Final Memorandum will not be, an “investment company” as defined in the Investment Company Act.

(h) The Company is subject to and in full compliance with the reporting requirements of Section 13 or Section 15(d) of the Exchange Act.

(i) The Company has not paid or agreed to pay to any person any compensation for soliciting another to purchase any securities of the Company (except as contemplated in this Agreement).

(j) The Company has not taken, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(k) Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation under the laws of the jurisdiction in which it is chartered or organized with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Disclosure Package and the Final Memorandum, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction that requires such qualification, except where the failure to be duly qualified or in good standing would not individually or in the aggregate have a material adverse effect on the condition (financial or otherwise, including the Company’s net operating loss tax benefits), prospects (including prospective acquisitions), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, or on the performance by the Company of its obligations under this Agreement, the Certificate of Designation or the Registration Rights Agreement (a “Material Adverse Effect”).

(l) All the outstanding shares of capital stock of the Company and each subsidiary have been duly authorized and validly issued and are fully paid and nonassessable, and, except as otherwise set forth in the Disclosure Package and the Final Memorandum, all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interest, claim, lien or encumbrance.

(m) The Securities have been duly authorized, and, upon payment and delivery in accordance with this Agreement, will be validly issued, fully paid and nonassessable, will conform to the description thereof contained in the Disclosure Package, will be issued in compliance with federal and state securities laws, will be free of statutory and contractual preemptive rights, rights of first refusal and similar rights and will be mandatorily convertible into Common Stock in accordance with their terms.

(n) The Company’s authorized equity capitalization is as set forth in the Disclosure Package and the Final Memorandum; the capital stock of the Company conforms to the description thereof contained in the Disclosure Package and the Final Memorandum; the outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and nonassessable; except to the extent that on the Closing Date the Company will not have sufficient a sufficient number of authorized Common Stock to effect a full mandatory conversion of the Securities, as set forth in the Disclosure Package and the Final Memorandum (the “Common Stock Limitation”), the shares of Common Stock initially issuable upon mandatory conversion of the Securities have been duly authorized and, when issued upon conversion of the Securities against payment of the conversion price, will be validly issued, fully paid and nonassessable; except to the extent of the Common Stock Limitation, the Board of Directors of the Company has duly and validly adopted resolutions reserving such shares of Common Stock for issuance upon mandatory conversion of the Securities; except as set forth in the Disclosure Package and the Final Memorandum, the holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Securities or the shares of Common Stock issuable upon mandatory conversion thereof; and, except as set forth in the Disclosure Package and the Final Memorandum, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding.

(o) The statements in the Preliminary Memorandum and the Final Memorandum under the headings “Material U.S. Federal Income Tax Considerations,” “Description of Capital Stock” and “Description of the Series B Preferred Stock fairly summarize the matters therein described.

(p) This Agreement has been duly authorized, executed and delivered by the Company; each of the Certificate of Designation and the Registration Rights Agreement shall have been duly authorized on or prior to the Closing Date, and, in the case of the Registration Rights Agreement, when executed and delivered by the Company or, in the case of the Certificate of Designation, when adopted by the Company’s board of directors as part of the Company’s articles of incorporation, on the Closing Date, and, in the case of the Registration Rights Agreement, assuming due authorization, execution and delivery thereof by the Initial

Purchasers, will constitute a legal, valid, binding instrument enforceable against the Company in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity).

(q) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required (except as may be required as a result of the identity or status of the Initial Purchasers and assuming compliance with the limitations and restrictions contained under the heading “Transfer Restrictions” in the Preliminary Memorandum and the Final Memorandum) in connection with the transactions contemplated herein, in the Certificate of Designation or in the Registration Rights Agreement, except (i) such as may be required under the blue sky laws of any jurisdiction in which the Securities are offered and sold, (ii) in the case of the Registration Rights Agreement, such as will be obtained under the Act and (iii) as set forth in the Disclosure Package and the Final Memorandum.

(r) Subject to the Common Stock Limitation, none of the execution and delivery of the Certificate of Designation, this Agreement or the Registration Rights Agreement by the Company, the issuance and sale of the Securities or the issuance of the Common Stock upon mandatory conversion thereof, or the consummation by the Company of any other of the transactions herein or therein contemplated, or the fulfillment by the Company of the terms hereof or thereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws or comparable constituting documents of the Company or any of its subsidiaries; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or bound or to which its or their property is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except, in the case of clauses (ii) and (iii), where such conflict, breach, violation or imposition would not, individually or in the aggregate, have a Material Adverse Effect.

(s) The consolidated historical financial statements and schedules of the Company and its consolidated subsidiaries included or incorporated by reference in the Disclosure Package and the Final Memorandum present fairly in all material respects the financial condition, results of operations and cash flows of the Company as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of Regulation S-X and have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods presented (except as otherwise noted therein, including changes resulting from the Company’s adoption of “fresh-start” accounting principles effective March 19, 2012).

(t) No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property is pending or, to the best knowledge of the Company, threatened that would individually or in the aggregate have a Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto).

(u) Each of the Company and its subsidiaries owns or leases all such properties as are necessary to the conduct of its operations as presently conducted.

(v) Neither the Company nor any of its subsidiaries is in violation or default of (i) any provision of its charter or by-laws or comparable constituting documents; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable except, in the case of clauses (ii) and (iii) where such violation or default would not individually or in the aggregate, have a Material Adverse Effect.

(w) Burr Pilger Mayer, Inc., who have certified certain financial statements of the Company and its consolidated subsidiaries and delivered their report with respect to the audited consolidated financial statements and schedules included or incorporated by reference in the Disclosure Package and the Final Memorandum, are independent public accountants with respect to the Company, as required by the Exchange Act and the rules and regulations thereunder and the rules and regulations of the Public Company Accounting Oversight Board.

(x) There are no stamp or other issuance or transfer taxes or duties or other similar fees or charges required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale of the Securities or upon the issuance of Common Stock upon the mandatory conversion thereof.

(y) The Company has filed all applicable tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect and except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto)) and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a Material Adverse Effect and except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). The Company has not been subject to any federal or state tax audit in the past three years.

(z) To the knowledge of the Company, no labor problem or dispute with the employees of the Company or any of its subsidiaries exists or is threatened or imminent.

(aa) No subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s property or assets to

the Company or any other subsidiary of the Company, except as described in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto).

(bb) The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by all applicable authorities necessary to conduct their respective businesses except as would not be reasonably expected to have a Material Adverse Effect, and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto).

(cc) The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and its subsidiaries’ internal controls over financial reporting are effective and the Company and its subsidiaries are not aware of any material weakness in their internal control over financial reporting.

(dd) The Company and its subsidiaries maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act); such disclosure controls and procedures are effective.

(ee) WM Mortgage Reinsurance Company, Inc. is the only “significant subsidiary” of the Company (as defined in Rule 1-02 of Regulation S-X).

(ff) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder or the U.K. Bribery Act 2010 or similar law of any other relevant jurisdiction; and neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a sanction for violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder or the U.K. Bribery Act 2010 or similar law of any other relevant jurisdiction; and prohibition of noncompliance therewith is covered by the codes of conduct or other procedures instituted and maintained by the Company and its subsidiaries.

(gg) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting

requirements and money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

(hh) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries (i) is currently subject to any sanctions administered or imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury) (collectively, “Sanctions” and such persons, “Sanction Persons”) or (ii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that will result in a violation of any economic Sanctions by, or would result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise).

(ii) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”).

(jj) Except as has been disclosed to the Initial Purchasers or is not material to the analysis under any Sanctions, neither the Company nor any of its subsidiaries has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any of its subsidiaries have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries.

(kk) There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

(ll) No material relationship, direct or indirect, exists between or among the Company, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company, on the other hand, that is not described in the Disclosure Package and the Final Memorandum.

Any certificate signed by any officer of the Company and delivered to the Initial Purchasers or counsel for the Initial Purchasers in connection with the offering of the Securities shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Initial Purchaser.

2. Purchase and Sale; Fees. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price of $1,000 per share, the number of shares of Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto; provided that prior to the Closing Date, if the Company’s board of directors (or any committee thereof) in its sole discretion, on behalf of the Company, determines that ownership of Securities by any prospective holder acquiring Securities in this offering (1) would violate the ownership limitations contained in the Company’s articles of incorporation or (2) would result in an increased risk of adverse tax or legal consequences to the Company, any of its subsidiaries or any of its shareholders, then the Company (directly or indirectly through the Initial Purchasers) will have the option to unilaterally decrease (x) the number of shares of Securities the Company will sell to each Initial Purchaser and/or (y) the allocation of shares of Securities allocated to any such prospective holder acquiring Securities in this offering, in each case to the extent the Company’s board of directors determines such decrease is necessary to prevent such violation or avoid or cure such adverse consequences.

The Company will also pay to the Initial Purchasers the fees set forth in Schedule II hereto.

3. Delivery and Payment. Delivery of and payment for the Securities shall be made at 10:00 A.M., New York City time, on January 5, 2015, or at such time on such later date not more than three Business Days after the foregoing date as the Initial Purchasers shall designate, which date and time may be postponed by agreement between the Initial Purchasers and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Initial Purchasers for the respective accounts of the several Initial Purchasers against payment by the several Initial Purchasers through the Initial Purchasers of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the account specified by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Initial Purchasers shall otherwise instruct.

4. Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities and the Common Stock issuable upon mandatory conversion thereof have not been and will not be registered under the Act and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.

(b) Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees with the Company that:

(i) it has not offered or sold, and will not offer or sell, any Securities within the United States as part of their distribution at any time except in the case of sales to those it reasonably believes to be “qualified institutional buyers” as permitted by in Rule 144A under the Act;

(ii) neither it nor any person acting on its behalf has made or will make offers or sales of the Securities in the United States by means of General Solicitation, other than any General Solicitation included in Schedule IV hereto;

(iii) in connection with each sale pursuant to Section 4(b)(i), it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale may be made in reliance on Rule 144A; and

(iv) it is an “accredited investor” (as defined in Rule 501(a) of Regulation D).

5. Agreements. The Company agrees with each Initial Purchaser that:

(a) The Company will furnish to each Initial Purchaser and to counsel for the Initial Purchasers, without charge, during the period referred to in Section 5(c) below, as many copies of the materials contained in the Disclosure Package and the Final Memorandum and any amendments and supplements thereto as they may reasonably request.

(b) The Company will not amend or supplement the Disclosure Package or the Final Memorandum, other than by filing documents under the Exchange Act that are incorporated by reference therein, without the prior written consent of the Initial Purchasers (not to be unreasonably withheld or delayed); provided, however, that prior to the completion of the distribution of the Securities by the Initial Purchasers (as determined by the Initial Purchasers), the Company will not file any document under the Exchange Act that is incorporated by reference in the Disclosure Package or the Final Memorandum unless, prior to such proposed filing, the Company has furnished the Initial Purchasers with a copy of such document for their review and the Initial Purchasers have not reasonably objected to the filing of such document. The Company will promptly advise the Initial Purchasers when any document filed under the Exchange Act that is incorporated by reference in the Disclosure Package or the Final Memorandum shall have been filed with the Commission.

(c) If at any time prior to the completion of the sale of the Securities by the Initial Purchasers (as determined by the Initial Purchasers), any event occurs as a result of which the Disclosure Package, any General Solicitation, or the Final Memorandum, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made or the circumstances then prevailing, not misleading, or if it should be necessary to amend or supplement the Disclosure Package or the Final Memorandum to comply with applicable law, the Company will promptly (i) notify the Initial Purchasers of any such event; (ii) subject to the requirements of Section 5(b), prepare an amendment or supplement that will correct such statement or omission or effect such compliance; and (iii) supply any supplemented or amended Disclosure Package or Final Memorandum to the several Initial Purchasers and counsel for the Initial Purchasers without charge in such quantities as they may reasonably request.

(d) Without the prior written consent of the Initial Purchasers, any time prior to the completion of the sale of the Securities by the Initial Purchasers (as determined by the Initial Purchasers), the Company has not given and will not give to any prospective purchaser of the Securities any written information concerning the offering of the Securities other than materials contained in the Disclosure Package, the Final Memorandum or any other offering materials prepared by or with the prior written consent of the Initial Purchasers.

(e) The Company will arrange, if necessary, for the qualification of the Securities for sale by the Initial Purchasers under the laws of such jurisdictions as the Initial Purchasers may designate and will maintain such qualifications in effect so long as required for the sale of the Securities; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject. The Company will promptly advise the Initial Purchasers of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

(f) None of the Company, its Affiliates, or any person acting on its or their behalf will, directly or indirectly, make offers or sales of any security, or solicit offers to buy any security, under circumstances that would require the registration of the Securities or Common Stock issuable upon mandatory conversion thereof under the Act.

(g) Any information provided by the Company, its Affiliates or any person acting on its or their behalf to publishers of publicly available databases about the terms of the Securities shall include a statement that the Securities have not been registered under the Act and are subject to restrictions under Rule 144A under the Act;

(h) None of the Company, its Affiliates, or any person acting on its or their behalf will engage in any General Solicitation, other than any General Solicitation in respect of which the Initial Purchasers have given their prior written consent; provided that the prior written consent of the Initial Purchasers shall be deemed to have been given in respect of the General Solicitation included in Schedule IV hereto in connection with any offer or sale of the Securities in the United States.

(i) For so long as any of the Securities or the Common Stock issuable upon the conversion thereof are “restricted securities” within the meaning of Rule 144(a)(3) under the Act, the Company will, during any period in which it is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, provide to each holder of such restricted securities and to each prospective purchaser (as designated by such holder) of such restricted securities, upon the request of such holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) under the Act. This covenant is intended to be for the benefit of the holders, and the prospective purchasers designated by such holders, from time to time of such restricted securities.

(j) The Company will cooperate with the Initial Purchasers and use its best efforts to permit the Securities to be eligible for clearance and settlement through The Depository Trust Company.

(k) Before the Common Stock Limitation is remedied, the Company will reserve and keep available at all times, free of pre-emptive rights, all of shares of its Common Stock not otherwise reserved on the on the date hereof for issuance upon the mandatory conversion of the Securities; after the Common Stock Limitation is remedied, the Company will reserve and keep available at all times, free of pre-emptive rights, the full number of shares of Common Stock issuable upon mandatory conversion of the Securities.

(l) Each of the Securities and the shares of Common Stock issuable upon conversion thereof will bear, to the extent applicable, the legend contained in “Transfer Restrictions” in the Preliminary Memorandum and the Final Offering Memorandum for the time period and upon the other terms stated therein.

(m) The Company will not for a period of 180 days following the Execution Time, without the prior written consent of Citigroup Global Markets Inc. and KKR Capital Markets LLC, directly or indirectly, offer, sell, contract to sell, pledge, otherwise dispose of, enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company of, file (or participate in the filing of) a registration statement with the Commission (for the avoidance of doubt, other than pursuant to the Registration Rights Agreement) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act in respect of, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for, shares of capital stock of the Company (other than the Securities), or publicly announce an intention to effect any such transaction; provided, however, that the Company may issue and sell Common Stock or securities convertible into or exchangeable for Common Stock pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company described in the Disclosure Package and the Final Memorandum and in effect at the Execution Time, and the Company may issue Common Stock issuable upon the conversion of securities or the exercise of warrants outstanding at the Execution Time and described in the Disclosure Package and the Final Memorandum.

(n) The Company will not take, directly or indirectly, any action designed to or that has constituted, or that might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(o) Between the date hereof and the Closing Date, the Company will not do or authorize any act or thing that would result in an adjustment of the conversion price of the Securities.

(p) The Company will comply with all applicable securities and other laws, rules and regulations, including, without limitation, the Sarbanes-Oxley Act, and use its best efforts to cause the Company’s directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Sarbanes-Oxley Act.

(q) The Company will use its reasonable efforts to apply the net proceeds from the sale of the Securities in the manner such proceeds are expected to be applied as described in the Disclosure Package and the Final Memorandum under the heading “Use of Proceeds.”

(r) The Company will use its reasonable efforts to list the Common Stock on a national securities exchange after becoming eligible to do so.

(s) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation of the Certificate of Designation and the Registration Rights Agreement, the issuance of the Securities, the fees of the transfer agent and the issuance of the Common Stock upon mandatory conversion of the Securities; (ii) the preparation, printing or reproduction of the materials contained in the Disclosure Package and the Final Memorandum and each amendment or supplement to either of them; (iii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the materials contained in the Disclosure Package and the Final Memorandum, and all amendments or supplements to either of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iv) the preparation, printing, authentication, issuance and delivery of the Securities; (v) any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (vi) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (vii) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Initial Purchasers relating to such registration and qualification); (viii) the transportation and other expenses incurred by Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

6. Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties of the Company contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:

(a) The Company shall have requested and caused Akin Gump Strauss Hauer & Feld LLP, counsel for the Company, to furnish to the Initial Purchasers its opinion, dated the Closing Date and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Initial Purchasers.

(b) The Company shall have requested and caused Lane Powell PC, Washington counsel for the Company, to furnish to the Initial Purchasers its opinion, dated the Closing Date and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Initial Purchasers.

(c) The Initial Purchasers shall have received from Simpson Thacher & Bartlett LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the Initial Purchasers, with respect to such matters as the Initial Purchasers may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(d) The Company shall have furnished to the Initial Purchasers a certificate of the Company, signed by (x) the President and (y) the principal financial or accounting officer of the Company, in their respective capacities as such, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and the Final Memorandum and any amendments or supplements thereto, and this Agreement and that to their knowledge after reasonable investigation:

(i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date;

(ii) they have examined the Disclosure Package and the Final Memorandum, and, in their opinion, (A) (1) the Final Memorandum, as of its date and on the Closing Date, and (2) the Disclosure Package, as of the Execution Time, did not and do not contain any untrue statement of a material fact and did not and do not omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (B) since the Execution Time, no event has occurred that should have been set forth in a supplement or amendment to the Final Memorandum that has not been so set forth; and

(iii) since the date of the most recent financial statements included or incorporated by reference in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise, including the Company’s net operating loss tax benefits), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto).

(e) At the Execution Time and at the Closing Date, the Company shall have requested and caused Burr Pilger Mayer, Inc. to furnish to the Initial Purchasers letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Initial Purchasers and containing statements and information of the type customarily included in accountants’ “comfort letters” to initial purchasers with respect to the

financial statements and certain financial information contained or incorporated by reference in the Disclosure Package and the Final Memorandum; provided, that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to such Closing Date.

(f) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease to any of the balance sheet items or income statement items described in paragraph 8 of the comfort letter delivered on the Execution Date referred to in paragraph (e) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Initial Purchasers, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto).

(g) The Securities shall be eligible for clearance and settlement through The Depository Trust Company.

(h) Prior to the Execution Time, the Company shall have furnished to the Initial Purchasers lock-up letters substantially in the form of Exhibit A hereto from each director of the Company addressed to the Initial Purchasers.

(i) The Initial Purchasers shall have received a letter from KKR Management Holdings L.P. and KKR Fund Holdings L.P. in form and substance set forth in Exhibit B.

(j) The Company shall have executed, delivered and filed with the Secretary of State of the State of Washington the Certificate of Designation.

(k) The Company shall have executed and delivered the Registration Rights Agreement, in form and substance reasonably satisfactory to the Initial Purchasers.

(l) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities.

(m) The Initial Purchasers shall have received on and as of the Closing Date, satisfactory evidence of the due qualification to do business of the Company in its jurisdiction of organization, in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdiction.

If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Initial Purchasers and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Initial Purchasers. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

The documents required to be delivered by this Section 6 will be delivered to counsel for the Initial Purchasers.

7. Reimbursement of Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Initial Purchasers set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Initial Purchasers, the Company will reimburse the Initial Purchasers severally through Citigroup on demand for all reasonable expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

8. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Initial Purchaser, the directors, officers, employees, Affiliates and agents of each Initial Purchaser and each person who controls any Initial Purchaser within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other U.S. federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Memorandum, the Final Memorandum, any Issuer Written Information, any General Solicitation, or any other written information used by the Company in connection with the offer or sale of the Securities, or in any amendment or supplement thereto or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made in the Preliminary Memorandum, the Final Memorandum, or in any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf the Initial Purchasers specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

(b) Each Initial Purchaser severally, and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, officers, employees, Affiliates and agents, and each

person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity to each Initial Purchaser, but only with reference to written information relating to such Initial Purchaser furnished to the Company by or on behalf of the Initial Purchasers specifically for inclusion in the Preliminary Memorandum, the Final Memorandum or in any amendment or supplement thereto. This indemnity agreement will be in addition to any liability that any Initial Purchaser may otherwise have. The Company acknowledges that the statements set forth in the last paragraph of the cover page (regarding delivery of the Securities) in the Preliminary Memorandum and the Final Memorandum constitute the only information furnished in writing by or on behalf of the Initial Purchasers for inclusion in the Preliminary Memorandum, the Final Memorandum or in any amendment or supplement thereto.

(c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. The indemnifying party shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any of local counsel) for all indemnified parties. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent: (i) includes an unconditional release of each

indemnified party from all liability arising out of such claim, action, suit or proceeding and (ii) does not include an admission of fault. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (such consent not to be unreasonably withheld); provided that, if at any time an indemnified party shall have requested in writing an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by Sections 8(a) or 8(b) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 90 days after receipt by such indemnifying party of the aforesaid written request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such written request or disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such settlement.

(d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and the Initial Purchasers severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending any loss, claim, damage, liability or action) (collectively “Losses”) to which the Company and one or more of the Initial Purchasers may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Initial Purchasers on the other from the offering of the Securities. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Initial Purchasers severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Initial Purchasers on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Initial Purchasers shall be deemed to be equal to the total fees, purchase discounts and commissions received by them. Relative fault shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company on the one hand or the Initial Purchasers on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Initial Purchasers agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), in no event shall any Initial Purchaser be required to contribute any amount in excess of the amount by which the total fees, purchase discounts and commissions received by such Initial Purchaser with respect to the offering of the Securities exceeds the amount of any damages that such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls an Initial Purchaser within the meaning of either the Act or the Exchange Act and each director, officer, employee, Affiliate and agent of an Initial Purchaser shall have the same rights to contribution as such Initial Purchaser, and each person who controls the Company

within the meaning of either the Act or the Exchange Act and each officer and director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).

9. Default by an Initial Purchaser. If one of the Initial Purchasers shall fail to purchase and pay for any of the Securities agreed to be purchased by such Initial Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Initial Purchaser shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Initial Purchaser does not purchase all the Securities, this Agreement will terminate without liability to the nondefaulting Initial Purchaser or the Company. In the event of a default by one of the Initial Purchasers as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the nondefaulting Initial Purchaser shall determine in order that the required changes in the Final Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Initial Purchaser of its liability, if any, to the Company or any nondefaulting Initial Purchaser for damages occasioned by its default hereunder.

10. Termination. This Agreement shall be subject to termination in the absolute discretion of the Initial Purchasers, by notice given to the Company prior to delivery of, and payment for, the Securities, if at any time prior to such delivery and payment (i) trading in the Company’s Common Stock shall have been suspended by the Commission or the OTCQB or trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on any such exchanges; (ii) a banking moratorium shall have been declared either by U.S. federal, New York State or Washington State authorities; (iii) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services; or (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Initial Purchasers, impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto).

11. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Initial Purchasers or the Company or any of the indemnified persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

12. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Initial Purchasers, will be mailed, delivered or telefaxed to the Citigroup General Counsel (fax no.: (212) 816-7912) and confirmed to Citigroup at 388 Greenwich Street, New York, New York 10013, Attention: General Counsel; or, if sent to the Company, will be mailed, delivered or telefaxed to the Interim Chief Executive Officer (email: chad.smith@wamuinc.net) and confirmed to it at 1201 Third Avenue, Suite 3000, Seattle, Washington 98101, Attention: Chief Executive Officer.

13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the indemnified persons referred to in Section 8 hereof and their respective successors, and, except as expressly set forth in Section 5(j) hereof, no other person will have any right or obligation hereunder.

14. Jurisdiction. The Company agrees that any suit, action or proceeding against the Company brought by any Initial Purchaser, the directors, officers, employees and agents of any Initial Purchaser, or by any person who controls any Initial Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding.

15. Internet Document Service. The Company hereby agrees that Citigroup may provide copies of the Preliminary Memorandum and Final Memorandum and any other agreement or document relating to the offer and sale of the Securities, including, without limitation, the Registration Rights Agreement and the Certificate of Designation, to Xtract Research LLC (“Xtract”) following the Closing Date for inclusion in an online research service sponsored by Xtract, access to which is restricted to “qualified institutional buyers” (as defined in Rule 144A under the Act).

16. Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Initial Purchasers, or any of them, with respect to the subject matter hereof.

17. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

18. Waiver of Jury Trial. The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

19. No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Initial Purchasers and any Affiliate through which it may be acting, on the other, (b) the Initial Purchasers are acting as principal and not as an agent or fiduciary of the Company and (c) the Company’s engagement of the Initial Purchasers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Initial Purchasers has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Initial Purchasers have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company in connection with such transaction or the process leading thereto.

20. Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.

21. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

22. Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated.

“Act” shall mean the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Affiliate” shall have the meaning specified in Rule 501(b) of Regulation D.

“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in The City of New York.

“Citigroup” shall mean Citigroup Global Markets Inc.

“Commission” shall mean the Securities and Exchange Commission.

“Disclosure Package” shall mean (i) the Preliminary Memorandum, as amended or supplemented at the Execution Time, (ii) the Term Sheet in the form attached as Schedule III hereto and (iii) any Issuer Written Information.

“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Execution Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto.

“Investment Company Act” shall mean the U.S. Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Issuer Written Information” shall mean any writings in addition to the Preliminary Memorandum that the parties expressly agree in writing to treat as part of the Disclosure Package.

“Regulation D” shall mean Regulation D under the Act.

“Regulation S-X” shall mean Regulation S-X under the Act.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers.


Very truly yours,

WMI Holdings Corp.

By:		/s/ Charles Edward Smith
		Name: Charles Edward Smith
		Title: President, Interim Chief Executive Officer, Interim Chief Legal Officer and Secretary


The foregoing Agreement is hereby confirmed and accepted as of the date first above written.

Citigroup Global Markets Inc.

By:		/s/ Christian Anderson
		Name: Christian Anderson
		Title: Managing Director

KKR Capital Markets LLC

By:		/s/ Peter M. Glaser
		Name: Peter M. Glaser
		Title: Authorized Signatory

[Signature Page to Purchase Agreement]

SCHEDULE I


Initial Purchasers	Number of Shares of Series B Convertible Preferred Stock
Citigroup Global Markets Inc.		200,000
KKR Capital Markets LLC		400,000

Total		600,000

Sch. I

SCHEDULE III


PRICING TERM SHEET		CONFIDENTIAL

600,000 Shares

WMI Holdings Corp.

3.00% Series B Convertible Preferred Stock

December 19, 2014

Pricing Term Sheet dated December 19, 2014 to Preliminary Offering Memorandum dated December 12, 2014 (the “Preliminary Offering Memorandum”) of WMI Holdings Corp.

The information in this Pricing Term Sheet supplements the Preliminary Offering Memorandum and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum.

This Pricing Term Sheet is otherwise qualified in its entirety by reference to the Preliminary Offering Memorandum. Capitalized terms used but not defined in this Pricing Term Sheet have the respective meanings ascribed to them in the Preliminary Offering Memorandum.


Issuer:		WMI Holdings Corp., a Washington corporation.

Securities Offered:		600,000 shares of 3.00% Series B Convertible Preferred Stock (the “Series B Preferred Stock”), subject to adjustment as described in “—Restrictions on Acquisitions of our Stock.” Affiliates of KKR have agreed to purchase 200,000 shares of Series B Preferred Stock.

Liquidation Preference:		$1,000 per share plus accrued and unpaid dividends, if any, whether or not declared.

Initial Offering Price:		$1,000 per share.

Gross Proceeds:		$600.0 million.

Net Proceeds:		$568.7 million, after deducting the initial purchasers’ fees and estimated offering expenses. This amount reflects the full amount of the initial purchasers’ fees; however, a significant portion of the initial purchasers’ fees are conditional and payable after the Issue Date.

Regular Dividend Rate:		3.00%, on a cumulative basis, when, as and if declared by our Board of Directors, out of funds lawfully available for payment.

Regular Dividend Payment Dates:		March 15, June 15, September 15 and December 15, commencing March 15, 2015.

Regular Dividend Record Dates:		March 1, June 1, September 1 and December 1, commencing on March 1, 2015.

Amount of First Regular Dividend:		$5.83 per share (if declared, assuming the Series B Preferred Stock is issued on the Issue Date).

Participating Dividends:		Without the written consent of holders of a majority in aggregate liquidation preference of the Series B Preferred Stock, we shall not declare or pay any dividends on our Common Stock (whether payable in cash, securities or other

Sch. III-1


		property or assets), unless the holders of the shares of Series B Preferred Stock then outstanding shall simultaneously receive participating dividends as if the shares of Series B Preferred Stock had been converted into shares of our Common Stock using the then applicable Initial Conversion Price immediately preceding the record date for determining the shareholders eligible to receive such Common Stock dividends. We do not anticipate paying any cash dividends on our Common Stock at this time or for the foreseeable future.

Mandatory Conversion:		On each date we close any Acquisition (as defined in “—Acquisition and Qualified Acquisition”), the number of outstanding shares of Series B Preferred Stock having an aggregate liquidation preference equal to the net proceeds of this offering utilized in such Acquisition, on a pro rata basis, will automatically convert into a number of shares of our Common Stock equal to the $1,000 liquidation preference amount divided by a conversion price equal to the lesser of: • $2.25 per share of Common Stock (the “Initial Conversion Price”); and • the arithmetic average of daily volume weighted average prices of our Common Stock during the 20 trading day period ending on the trading day immediately preceding the public announcement by us that we have entered into a definitive agreement for such Acquisition, subject to a floor of $1.75 per share of our Common Stock (the “Floor Price”). In addition, on the date we close a Qualified Acquisition (as defined in “—Acquisition and Qualified Acquisition”), each outstanding share of Series B Preferred Stock will automatically convert into a number of shares of our Common Stock equal to the $1,000 liquidation preference amount divided by the applicable conversion price described above. Each date we close an Acquisition (including a Qualified Acquisition) will be a “Mandatory Conversion Date.” The Initial Conversion Price and the Floor Price will be subject to customary anti-dilution adjustments for stock splits, stock recombination, or tender or exchange offers for our Common Stock by us. See “Description of the Series B Preferred Stock—Mandatory Conversion—Conversion Price Adjustments” in the Preliminary Offering Memorandum. In addition to the shares of our Common Stock issuable upon mandatory conversion, holders of the Series B Preferred Stock will have the right to receive on each Mandatory Conversion Date in cash any accrued and unpaid dividends on the shares of the Series B Preferred Stock to be converted on such Mandatory Conversion Date as of such Mandatory Conversion Date, whether or not declared (other than previously declared dividends payable to holders of record as of a prior date), to the extent we are lawfully permitted to pay such dividends at such time. To the extent that such dividends cannot be lawfully paid at such time, the amount of such dividends that cannot be so paid shall be added to the $1,000 per share liquidation preference of the Series B Preferred Stock in the calculation of the number of the shares of Common Stock to be received in the mandatory conversion (it being understood that no fractional shares of Common Stock shall be issued and there shall be no payment with regard to fractional shares); provided, however, that in the event

Sch. III-2


		the receipt of additional shares of Common Stock in lieu of such dividends would cause such holder to become a Substantial Holder, then pursuant to Article VI of the Articles the number of additional shares of Common Stock received in lieu of such dividends shall be reduced to the extent necessary such that upon receipt of such shares such holder would not become a Substantial Holder (resulting in such holder receiving less than the full value of the dividends it was otherwise entitled to receive). In connection with the foregoing proviso, purchasers of the Series B Preferred Stock that engage in activities related to our stock, such as acquiring additional shares of our Common Stock in the public market, may adversely affect their ability to receive additional shares of our Common Stock in lieu of cash dividends upon a mandatory conversion.

Acquisition and Qualified Acquisition:		“Acquisition” means any acquisition by us or any of our direct or indirect wholly-owned subsidiaries, in a single transaction or a series of transactions, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all the equity interests in, or a business line, unit or division of, any person. “Qualified Acquisition” means an Acquisition that taken together with prior Acquisitions (if any) collectively utilize aggregate net proceeds of this offering of $450.0 million.

Only Partial Conversion Before Reincorporation:		Prior to consummating the Reincorporation, we will not have a number of authorized shares of our Common Stock sufficient to effect a mandatory conversion upon the occurrence of a Qualified Acquisition and may not have a number of authorized shares of our Common Stock sufficient to effect a mandatory conversion upon the occurrence of any Acquisition. If upon the applicable Mandatory Conversion Date we do not have a number of authorized shares of our Common Stock sufficient to effect the mandatory conversion of all shares of Series B Preferred Stock to be converted on such Mandatory Conversion Date, such shares of Series B Preferred Stock will automatically convert, to the fullest extent possible, into all authorized shares of our Common Stock available for issuance, on a pro rata basis using the applicable conversion price on such Mandatory Conversion Date. Shares of Series B Preferred Stock that are not converted will remain outstanding and will continue to be entitled to all the rights and preferences of the Series B Preferred Stock. See “Description of the Series B Preferred Stock—Mandatory Conversion—Mandatory Conversion Prior to the Reincorporation” and “Risk Factors—Risks Related to Our Series B Preferred Stock—We may not consummate the Reincorporation” in the Preliminary Offering Memorandum.

Mandatory Redemption Date:		January 5, 2018, unless extended as described in the immediately succeeding paragraph. If, prior to the Mandatory Redemption Date, we have publicly announced that we have entered into a definitive agreement for an Acquisition, the Mandatory Redemption Date shall be extended to the earlier to occur of: • July 5, 2018; • the day immediately following (x) the date such definitive agreement is terminated or (y) the date such Acquisition is closed. We shall pay the Mandatory Redemption Price, if applicable, out of funds lawfully available for payment.

Sch. III-3


Repurchase at the Option of Holders upon a Put Event:		If any Put Event occurs at any time when shares of Series B Preferred Stock are outstanding, each holder of Series B Preferred Stock shall have the right, at such holder’s option, to require us to repurchase for cash, out of funds lawfully available for payment, all, or fewer than all, of such holder’s Series B Preferred Stock. In the case of a Put Event that is: • a Change of Control, the Put Event repurchase price shall equal $1,750 per share of Series B Preferred Stock, plus accrued and unpaid dividends, if any, whether or not declared; and • a Post-Closing Covenant Default, the Put Event repurchase price shall equal $1,000 per share of Series B Preferred Stock, plus accrued and unpaid dividends, if any, whether or not declared.

Restrictions on Acquisitions of our Stock:		In order to preserve the tax treatment of our net operating loss carryforwards under the Internal Revenue Code, our Articles restrict the amount of our stock (including any other instrument treated as stock for purposes of Section 382) that a person may acquire. See “Summary—The Offering—Restrictions on Acquisitions of our Stock” in the Preliminary Offering Memorandum. Each purchaser of the Series B Preferred Stock in this offering will be required to sign a letter (provided separately) pursuant to which it will make certain representations and warranties related to its ownership of our stock to ensure compliance with the restrictions in our Articles. In connection with the Investor Rights Agreement and Investment Agreement, affiliates of KKR have received approval from our Board of Directors to become a Substantial Holder and, once a Substantial Holder, further increase their percentage stock ownership in us. See “Certain Relationship and Related Party Transactions—Relationship with KKR” in the Preliminary Offering Memorandum. As a result, such affiliates of KKR are not subject to the ownership restrictions under Article VI of the Articles with respect to the shares of Series B Preferred Stock acquired pursuant to this offering or with respect to their other security ownership interests described in “Security Ownership of Certain Beneficial Owners and Management” in the Preliminary Offering Memorandum or acquired in the future pursuant to the Investor Rights Agreement.

Reincorporation Voting:		In connection with this offering, we are requesting that certain current holders of our common stock that may also be purchasing shares of Series B Preferred Stock in this offering execute a voting agreement pursuant to which such stockholders will agree to vote all their shares of our common stock and Series B Preferred Stock (on an as converted basis) that they hold on the record date for such vote in favor of the Reincorporation. Contrary to the Preliminary Offering Memorandum, the certificate of designation for the Series B Preferred Stock will not include a provision that the shares of Series B Preferred Stock shall be automatically voted together with the shares of Series A Preferred Stock for the purpose of voting in favor of the Reincorporation. Holders of the Series B Preferred Stock will vote together (on an as converted basis as described in the Preliminary Offering Memorandum) in the same class with holders of our Series A Preferred Stock (on an as converted basis as provided in the certificate of designation for the Series A Preferred Stock) and Common Stock.

Sch. III-4


Affiliates of KKR’s Ownership of our Common Stock upon Exercise of Warrants, and Conversion of Series A Preferred Stock and Series B Preferred Stock:		160,354,518 shares of Common Stock (29.7%).

KKR Voting Agreement:		In connection with this offering, KKR Fund, a KKR affiliate, will execute a voting agreement with us pursuant to which KKR Fund will agree to vote all shares of Series A Preferred Stock, Series B Preferred Stock and Common Stock that it holds on the record date for such vote in favor of the Reincorporation.

Pricing Date:		December 19, 2014.

Trade Date:		December 19, 2014

Issue Date:		January 5, 2015. Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Series B Preferred Stock prior to December 30, 2014 will be required, by virtue of the fact that the Series B Preferred Stock initially will settle in T+9, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the Series B Preferred Stock who wish to trade the Series B Preferred Stock prior to December 30, 2014 should consult their own advisors.

Use of Proceeds:		We intend that the net proceeds of this offering will be deposited into an escrow account and initially invested in United States “government securities” with the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 180 days or less, in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act or cash items. These net proceeds will be released from escrow to us in amounts to finance our efforts to explore and fund, in whole or in part, acquisitions whether completed or not, including reasonable attorney fees and expenses, accounting expenses, due diligence and financial advisor fees and expenses.

CUSIP/ISIN:		CUSIP: 92936P 209 ISIN: US92936P2092

Registration Rights:		We have agreed for the benefit of holders of the Series B Preferred Stock and holders of the Common Stock issuable upon mandatory conversion of the Series B Preferred Stock that, subject to certain conditions, we will use our reasonable efforts to: • file a shelf registration statement covering resales of our Common Stock issuable upon mandatory conversion of the Series B Preferred Stock pursuant to Rule 415 under the Securities Act no later than six months after the Issue Date, to the extent such shares of Common Stock are not freely tradable; • file a shelf registration statement covering resales of our Series B Preferred Stock pursuant to Rule 415 under the Securities Act no later than one year after the Issue Date, to the extent such shares of Preferred Stock are not freely tradable; and • cause each of these shelf registration statements to be declared effective under the Securities Act.

Sch. III-5


Listing:		Our Common Stock is currently listed on the OTCQB under the symbol “WMIH.” We have agreed to use our reasonable efforts to list our Common Stock on a national securities exchange after becoming eligible to do so and upon approval of the Board of Directors, but there can be no assurance of whether or at what time such listing will occur. We do not intend to list the Series B Preferred Stock on any securities exchange.

Transfer Restrictions:		Due to the nature of our operations, the exemption under Rule 144 under the Securities Act may not be available for offers and sales of the Series B Preferred Stock or our Common Stock issuable upon mandatory conversion thereof. See “Transfer Restrictions” in the Preliminary Offering Memorandum.

No ERISA Plan Assets:		By acquiring the Series B Preferred Stock, holders will be deemed to have represented and warranted that no portion of the assets used by the holder to acquire or hold any interest in the Series B Preferred Stock and, until such time as it is no longer restricted from transfer, the Common Stock issuable upon conversion of the Series B Preferred Stock, constitute or will constitute the assets of certain ERISA plans. See “Certain ERISA and Other Considerations” and “Transfer Restrictions” in the Preliminary Offering Memorandum.

Joint Book-Running Managers:		Citigroup KKR

The Series B Preferred Stock and the Common Stock issuable upon mandatory conversion of the Series B Preferred Stock have not been registered under the Securities Act or the securities laws of any other jurisdiction, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Series B Preferred Stock and the Common Stock issuable upon mandatory conversion of the Series B Preferred Stock are being offered and sold only to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A. For details about eligible offers, deemed representations and agreements by investors and transfer restrictions, see “Transfer Restrictions” in the Preliminary Offering Memorandum.

This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of the Series B Preferred Stock or the offering. Please refer to the Preliminary Offering Memorandum for a complete description.

This communication is being distributed solely to qualified institutional buyers, as defined in Rule 144A under the Securities Act.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

Sch. III-6

SCHEDULE IV

Schedule of Written General Solicitation Materials

None.

Sch. IV-1

EXHIBIT A

December 19, 2014

Citigroup Global Markets Inc.

KKR Capital Markets LLC

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Ladies and Gentlemen:

This letter is being delivered to you in connection with a proposed Purchase Agreement (the “Purchase Agreement”) between WMI Holdings Corp., a Washington corporation (the “Company”), and each of you as Initial Purchasers, relating to an offering of 600,000 shares of 3.00% Series B Convertible Preferred Stock, which will be convertible into common stock, $0.00001 par value (the “Common Stock”), of the Company.

In order to induce you to enter into the Purchase Agreement, the undersigned will not, without the prior written consent of Citigroup Global Markets Inc. and KKR Capital Markets LLC, directly or indirectly, offer, sell, contract to sell, pledge or otherwise dispose of, enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned of, file (or participate in the filing of) a registration statement with the U.S. Securities and Exchange Commission in respect of (for the avoidance of doubt, other than pursuant to the Registration Rights Agreement (as defined in the Purchase Agreement)), or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder (the “Exchange Act”) in respect of, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period (the “Lock-up Period”) of the earlier of (x) 180 days after the date of the Purchase Agreement and (y) the date on which the undersigned ceases to serve as a director on the Company’s Board of Directors.

The preceding paragraph shall not apply to (A) bona fide gifts or gifts as a result of the operation of law or testate or intestate succession, (B) transfers by the undersigned to a trust, partnership, limited liability company or other entity, all of the beneficial interests of which are held, directly or indirectly, by the undersigned or his or her spouse or children or (C) other dispositions of such securities not for value, in each case that are made exclusively between and among the undersigned or members of the undersigned’s family, or affiliates of the undersigned; provided, however, that it shall be a condition to any such transfer that (i) the transferee/donee executes a lock-up letter substantially in the form of this letter (including, without limitation, the restrictions set forth in the preceding paragraph) (ii) no filing by any party (donor, donee, transferor or transferee) under the Exchange Act, shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D-A or 13G-A) made after the expiration of the Lock-up Period referred to above), (iii) each

Ex. A-1

party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended, and the Exchange Act) to make, and shall agree to not voluntarily make, any public announcement of the transfer or disposition and (iv) the undersigned notifies Citigroup Global Markets Inc. and KKR Capital Markets LLC in writing at least two business days prior to the proposed transfer or disposition.

If for any reason the Purchase Agreement shall be terminated prior to the Closing Date (as defined in the Purchase Agreement), the agreement set forth above shall likewise be terminated.


Very truly yours,

By:
		Name:
		Title:

Ex. A-2

EXHIBIT B

KKR MANAGEMENT HOLDINGS L.P.

9 West 57^th Street, Suite 4200

New York, NY 10019

KKR FUND HOLDINGS L.P.

9 West 57^th Street, Suite 4200

New York, NY 10019

December 19, 2014

WMI Holdings Corp.

1201 Third Avenue, Suite 3000

Seattle, Washington 98101

Re: Exercise and Transfer of Warrants

Ladies and Gentlemen:

This letter agreement is made as of December 19, 2014, by and among KKR Management Holdings L.P. (the “Warrantholder”), KKR Fund Holdings L.P. (the “Preferred Stockholder”) and WMI Holdings Corp. (“WMI”).

Reference is hereby made to that certain proposed issuance of Series B Convertible Preferred Stock of WMI (the “Series B Issuance”), pursuant to which WMI intends to offer and sell 600,000 shares of Series B Convertible Preferred Stock (the “Series B Preferred Stock”). In connection with the Series B Issuance, the Preferred Stockholder, or an affiliate thereof, has agreed to purchase 200,000 shares of the Series B Preferred Stock (the “Anchor Investment”).

Pursuant to that certain Investment Agreement, dated as of January 30, 2014, by and among WMI, the Preferred Stockholder and the Warrantholder, (i) the Preferred Stockholder acquired 1,000,000 shares of the Series A Convertible Preferred Stock (collectively, the “Series A Preferred Stock”) and (ii) the Warrantholder acquired certain warrants to purchase, in the aggregate, 61.4 million shares of the common stock of WMI (collectively, the “Warrants”).

Upon consummation of the Anchor Investment, each of the Warrantholder and the Preferred Stockholder, as applicable, hereby agrees that it shall not (i) convert any or all of its Series A Preferred Stock, (ii) exercise its right to acquire common stock of WMI, in whole or in part, under the Warrants or (iii) offer, sell, assign, transfer, or otherwise dispose of any of the Series A Preferred Stock or Warrants, except as to an Affiliate (as defined in that certain Investor Rights Agreement, dated as of January 20, 2014, by and among WMI, the Preferred Stockholder and any other parties thereto), in either case until on or after March 20, 2015.

Ex. B-1

This letter agreement shall remain effective until the earlier to occur of (i) March 20, 2015 and (ii) termination of this letter agreement in a writing executed by the Warrantholder, the Preferred Stockholder and WMI.

This letter agreement shall be deemed to be made and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the State of New York. The parties hereby irrevocably submit to the jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the State of New York solely for the purposes of any suit, action or other proceeding between any of the parties hereto arising out of this letter agreement or any transaction contemplated hereby, and hereby waive, and agree to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this letter agreement may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such New York state or federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Paragraph 8 below or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS LETTER AGREEMENT OR TH E TRANSACTIONS CONTEMPLATED HEREBY.

Except as otherwise provided herein and subject to Paragraph 11 below, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto.

Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered personally or by telecopy or facsimile, upon confirmation of receipt, (b) on the first business day following the date of dispatch if delivered by a recognized next-day courier service, or (c) on the third business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice.

If to Warrantholder or Preferred Stockholder, to:

c/o Kohlberg Kravis Roberts & Co. L.P.

9 West 57^th Street

Suite 4200

New York, New York 10019

Attn: David Sorkin

Fax: (212) 750-0003

Ex. B-2

with a copy to (which copy alone shall not constitute notice):

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attn: Gary I. Horowitz, Esq.

Telephone: (212) 455-2000

Fax: (212) 455-2502

If to WMI, to:

WMI Holdings, Inc.

1201 Third Avenue, Suite 3000

Seattle, WA 98101

Attn: Chad Smith

Telephone: (206) 432-8731

Fax: (206) 432-8877

with a copy to (which copy alone shall not constitute notice):

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

Attn: Kerry E. Berchem, Esq.

Telephone: (212) 871-1095

Fax: (212) 872-1002

The parties hereto acknowledge and agree that irreparable damage to the other party would occur in the event that any of the provisions of this letter agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each party shall be entitled to an injunction, injunctions or other equitable relief, without the necessity of posting a bond, to prevent or cure breaches of the provisions of this letter agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which the parties may be entitled by law or equity.

10.

Nothing in this letter agreement, expressed or implied, is intended to confer upon any person, other than the parties hereto or their respective successors, any rights, remedies, obligations or liabilities under or by reason of this letter agreement.

11.

This letter agreement shall not be assignable by any party hereto without the prior written consent of the other parties.

12.

This letter agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. This letter agreement may be executed by facsimile signature(s).

Ex. B-3

13.

In the event that any provision of this letter agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this letter agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this letter agreement to any party.

Ex. B-4


KKR MANAGEMENT HOLDINGS L.P.

By:		KKR Management Holdings Corp., its general partner

By:
		Name:
		Title:

KKR FUND HOLDINGS L.P.

By:		KKR Group Holdings L.P., its general partner

By:		KKR Group Limited, its general partner

By:
		Name:
		Title:


ACKNOWLEDGED BY:

WMI Holdings Corp.

By:
		Name:
		Title:

Exhibit 10.2

AMENDMENT AND WAIVER

AMENDMENT AND WAIVER dated as of December 19, 2014 (this “Amendment”) to the Note Purchase Agreement dated as of January 30, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) by and among WMI Holdings Corp., a Washington corporation (together with its successor in the Reincorporation (as defined below), the “Company”), WMI Investment Corp., a Delaware corporation (the “Guarantor”), and KKR Management Holdings L.P. (the “Purchaser”). Capitalized terms used herein but not specifically defined herein shall have the meanings ascribed to them in the Agreement.

WHEREAS, the Company intends to offer, sell and issue an aggregate of $600 million in liquidation preference of shares of its 3.00% Series B Convertible Preferred Stock (the “Preferred Stock”) pursuant to that certain Offering Memorandum, dated December 19, 2014 (the “Offering Memorandum”);

WHEREAS, the Company intends, subject to shareholder approval, to consummate the “Reincorporation” (as defined in Section 18.15 of the Agreement after giving effect to this Amendment);

WHEREAS, the Company has requested that the Purchaser waive any and all current and future breaches, Defaults and Events of Defaults, as well as any rights to terminate the Agreement, in each case that may arise from time to time as a result of or otherwise in connection with the offering, sale and issuance of the Preferred Stock and the performance of, and compliance with, the terms of the Preferred Stock;

WHEREAS, the Company has requested that the Note Purchase Agreement be amended such that it will terminate immediately and automatically upon the consummation of the Reincorporation, if the Reincorporation occurs; and

WHEREAS, the Purchaser agrees to (i) waive any and all current and future breaches, Defaults and Events of Defaults, as well as any rights to terminate the Agreement, in each case that may arise from time to time as a result of or otherwise in connection with the offering, sale and issuance of the Preferred Stock and the performance of, and compliance with, the terms of the Preferred Stock; and (ii) amend the Note Purchase Agreement such that it will terminate immediately and automatically upon the consummation of the Reincorporation, if the Reincorporation occurs.

NOW THEREFORE, the Company, the Guarantor and the Purchaser each agree as follows:

1. Waiver. The Purchaser hereby (i) waives any and all current and future breaches, Defaults and Events of Defaults, as well as any rights to terminate the Agreement, in each case that may arise from time to time as a result of or otherwise in connection with the offering, sale and issuance of the Preferred Stock and the performance of, and compliance with, the terms of the Preferred Stock, including the payment of dividends on, or the making of other distributions on or in respect of, the Preferred Stock (including accrued and unpaid but undeclared dividends

if paid pursuant to the terms of the Preferred Stock), the conversion of the Preferred Stock into shares of the Company’s common stock, the purchase, redemption, retirement or other acquisition of Preferred Stock, including the repurchase of Preferred Stock following a “Put Event” (as defined in the Offering Memorandum), and any addition of accrued and unpaid dividends to the Preferred Stock’s liquidation preference, (ii) consents to all such actions, omissions, events and circumstances, and (iii) agrees that no such action, omission, event or circumstance shall give rise to any right, remedy, power or privilege in favor of the Purchaser under or in connection with the Agreement.

2. Amendment. The Agreement is hereby amended to add a new Section 18.15 as follows:

Section 18.15. Automatic Termination of Agreement Upon Reincorporation. Notwithstanding anything to the contrary contained herein, this Agreement shall terminate and shall have no further force and effect immediately and automatically upon the consummation of the Reincorporation, without any other or further act or deed on the part of the Company, the Guarantor, the Purchaser or any other Person. In the event that the Reincorporation is not consummated, this Section 18.15 shall have no effect. If this Agreement is terminated pursuant to this Section 18.15, such termination shall not affect the Company’s and the Guarantor’s obligations under any Notes outstanding at such time. For the purposes hereof, “Reincorporation” shall mean the reincorporation of the Company, not later than 180 days after January 5, 2015, from Washington to Delaware, resulting in the increase of the size of the Company’s Board of Directors from 7 to up to 11 members and the authorization of a number of shares of the Company’s common stock sufficient to permit the conversion of all shares of the Company’s 3.00% Series B Convertible Preferred Stock offered and sold on December 19, 2014.

3. Further Assurances. Each party hereto shall promptly and duly execute and deliver any and all further instruments and documents and take such further action reasonably necessary to effect the purposes of this Amendment.

4. Representations and Warranties. The Purchaser represents and warrants to the Company that it has not assigned, in whole or in part, any of its rights or obligations under the Agreement, by operation of law or otherwise.

5. Full Force and Effect; Construction. Except as expressly set forth herein, this Amendment does not constitute a waiver or a modification of any provision of the Agreement. Except to the extent amended hereby, the Agreement shall continue in full force and effect in accordance with the provisions thereof on the date hereof. As used in the Agreement, the terms “Agreement”, “this Agreement”, “herein”, “hereafter”, “hereto”, “hereof”, and words of similar import, shall, unless the context otherwise requires, mean the Agreement as modified by this Amendment. This Amendment shall be construed in compliance with Section 1.03 of the Agreement.

6. CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

7. Counterpart Originals; Facsimile and PDF Delivery of Signature Pages. The parties may sign any number of copies of this Amendment. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Amendment and of signature pages by facsimile or portable document format (“PDF”) transmission shall constitute effective execution and delivery of this Amendment as to the parties hereto and may be used in lieu of the original Amendment for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

[Signature Page to Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.


WMI HOLDINGS CORP.

By:	/s/ Charles Edward Smith
	Name:	Charles Edward Smith
	Title:	President, Interim Chief Executive Officer, Interim Chief Legal Officer and Secretary

WMI INVESTMENT CORP.

By:	/s/ Charles Edward Smith
	Name:	Charles Edward Smith
	Title:	Executive Vice President

KKR MANAGEMENT HOLDINGS L.P.

	By: KKR Management Holdings Corp., its general partner

By:	/s/ David J. Sorkin
	Name: David J. Sorkin
	Title: Director

Signature Page to Amendment and Waiver to

Note Purchase Agreement

Exhibit 10.3

VOTING AGREEMENT AND PROXY

This Voting Agreement (this “Agreement”), dated as of December 19, 2014, is entered into by and between WMI Holdings Corp., a Washington corporation (the “Company”), and KKR Fund Holdings L.P. (the “Shareholder”).

WHEREAS, the Company is conducting an offering (the “Offering”) of 600,000 aggregate shares of its Series B Convertible Preferred Stock (the “Series B Preferred Stock”);

WHEREAS, upon the closing of the Offering, the Shareholder is expected to acquire that number of shares of the Series B Preferred Stock in the Offering as set forth on Schedule A hereto, representing the right to vote, on an as-converted basis, that number of shares of the common stock of the Company (the “Common Stock”) set forth on Schedule A hereto;

WHEREAS, following the Offering, the Company intends to hold a special meeting of the shareholders of the Company at which the shareholders shall vote whether to approve (i) the Company’s reincorporation from the state of Washington to Delaware pursuant to an Agreement and Plan of Merger to be entered into by and between the Company and a newly formed, wholly owned Delaware subsidiary of the Company (“Newco”) (the “Merger Agreement”) (as the same may be amended from time to time in accordance with its terms), in accordance with which (and subject to the terms and conditions set forth therein) the Company would merge with and into Newco, with Newco continuing as the surviving corporation in the merger, (ii) an increase of the size of the Company’s board of directors from 7 to up to 11 members and (iii) an increase in the number of authorized shares of Common Stock from 500,000,000 to 1,000,000,000, which amount shall be sufficient to permit the mandatory conversion of all the issued and outstanding shares of the Series B Preferred Stock (collectively, the “Reincorporation”); and

WHEREAS, the Company must offer to redeem all outstanding shares of the Series B Preferred Stock if the Reincorporation is not consummated within 180 days of the date of issuance of the Series B Preferred Stock.

NOW, THEREFORE, in connection with the purchase of the Series B Preferred Stock by the Shareholder and of the mutual covenants and agreements contained herein and other good and valuable consideration, the adequacy of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

SECTION 1. Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to the Company as of the date of this Agreement as follows:

1.1. Title to Certain Shares. The Shareholder is the record or beneficial owner of those shares of Common Stock and the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) as set forth on Schedule A hereto.

1.2. Voting Matters. Other than any restrictions contained in the Articles or bylaws of the Company, the Shareholder has the sole power to vote or cause to be voted those shares of Common Stock and Series A Preferred Stock set forth on Schedule A hereto, and as of the closing of the Offering is expected to have the sole power to vote or cause to be voted those shares of Series B Preferred Stock set forth on Schedule A hereto (such shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock set forth on Schedule A hereto, collectively, the “Shares”), with respect to the matters specified in Section 4.1 hereof, free and clear of any and all claims, liens, encumbrances or restrictions on the right to vote such Shares, except as may exist by reason of this Agreement. In furtherance (and not in limitation) of the foregoing, the Shareholder represents and warrants to the Company that all proxies heretofore given in respect of any of its Shares, if any, are not irrevocable and that all such proxies have been properly revoked or are no longer in effect as of the date hereof.

1.3. Organization. The Shareholder is duly organized, validly existing, and in good standing (or the equivalent concept to the extent applicable) under the laws of the jurisdiction of its incorporation, formation or organization.

1.4. Authority Relative to this Agreement. The Shareholder has all requisite corporate, company, partnership or other similar power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, and the execution and delivery of this Agreement by the Shareholder and the performance of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary and appropriate corporate, partnership, company or other similar action on behalf of the Shareholder. This Agreement has been duly and validly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, subject to the Enforceability Exceptions. “Enforceability Exceptions” means the extent to which enforcement is limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights or by general equitable principles (whether considered in a proceeding at law or in equity).

1.5. No Conflict. The execution and delivery of this Agreement by the Shareholder does not, and the performance of its obligations hereunder and the consummation by the Shareholder of the transactions contemplated hereby will not, (a) except for the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), require any consent or approval by, filing with, or notification to, any governmental authority or any other person, by the Shareholder, (b) violate or conflict with or result in any breach of any provision of the organizational documents of the Shareholder, (c) violate or conflict with or result in any breach of or default (with or without notice or lapse of time or both) under or give to any other person (with or without notice or lapse of time or both) any right of termination, acceleration or cancellation of, or result in the creation of any claims, liens, encumbrances or restrictions on the right to vote the Shares pursuant to, any agreement to which the Shareholder is a party or any instrument, permit, concession, franchise or license of the Shareholder or (d) violate or conflict with any law, rule or regulation applicable to the Shareholder or to the Shareholder’s properties or assets, except in the case of the foregoing clauses (a), (c) and (d) only, for any of the foregoing as would not reasonably be expected to materially impair or restrict the Shareholder’s ability to perform its obligations under this Agreement.

1.6. Reliance by the Company. The Shareholder understands and acknowledges that the Company intends to hold a special meeting of the shareholders of the Company at which the shareholders shall vote whether to approve the Reincorporation in reliance upon the Shareholder’s execution and delivery of this Agreement.

SECTION 2. Representations and Warranties of the Company. The Company hereby represents and warrants to the Shareholder as of the date of this Agreement as follows:

2.1. Organization. The Company is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Washington.

2.2. Authority Relative to this Agreement. The (a) Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement and (b) execution and delivery of this Agreement by the Company and the performance of its obligations hereunder and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary and appropriate corporate action. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Shareholder, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

2.3. No Conflict. The execution and delivery of this Agreement by the Company does not, and the performance of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby will not, (a) except for the applicable requirements of the Exchange Act, require any consent or approval by, filing with, or notification to, any governmental authority or any other person, by the Company or any of its subsidiaries, (b) violate or conflict with or result in any breach of any provision of the charter or bylaws or other equivalent organizational documents of the Company or any of its subsidiaries, (c) violate or conflict with or result in any breach of or default (with or without notice or lapse of time or both) under or give to any other person (with or without notice or lapse of time or both) any right of termination, acceleration or cancellation of, any agreement to which the Company or any of its subsidiaries is a party or any instrument, permit, concession, franchise or license of the Company or any of its subsidiaries or (d) violate or conflict with any law, rule or regulation applicable to the Company, its subsidiaries or their respective properties or assets, except, in the case of the foregoing clauses (a), (c) and (d) only for any of the foregoing as would not reasonably be expected to materially impair or restrict the Company’s ability to perform its obligations under this Agreement.

SECTION 3. No Other Proxies. The Shareholder hereby covenants and agrees that, except as otherwise specifically contemplated or permitted by this Agreement (including Section 4.1), the Shareholder shall not, and shall not offer or agree to, grant any proxy or power of attorney with respect to, deposit into a voting trust or enter into a voting arrangement, whether by proxy, voting agreement or otherwise, any Shares held by the Shareholder or any interest therein

or any other securities held by such Shareholder convertible into or exercisable for any Shares, in all cases, to the extent any such proxy, power of attorney, voting trust, or voting arrangement would conflict with the Shareholder’s obligations under this Agreement.

SECTION 4. Voting Agreement; Proxy.

4.1. Voting Agreement. The Shareholder hereby agrees that, from the date hereof through the date of the vote of the shareholders of the Company on the Reincorporation (whether as in the form of one or more proposals) (the “Voting Period”), at any meeting of the Company shareholders and at every adjournment or postponement thereof, or in any action by written consent of the Company shareholders, the Shareholder shall (x) appear in person or by proxy at any meeting of shareholders of the Company, however called, and at every adjournment or postponement thereof, or otherwise cause the Shares to be counted as present for purposes of establishing a quorum, and (y) vote (or cause to be voted) all of its Shares (it being understood that any shares of Common Stock underlying any warrants to purchase Common Stock that have not been exercised as of the date of such vote will not be eligible to so vote):

(a) in favor of adoption of the Merger Agreement, and approval of the terms thereof, and in favor of the Reincorporation and the other transactions contemplated thereby;

(b) in favor of adoption of any proposal in respect of which the Company board of directors has (i) determined is designed to facilitate the consummation of the Reincorporation, (ii) disclosed the determination described in clause (i) in the Company’s proxy materials or other written materials disseminated to all of the Company shareholders and (iii) recommended to be adopted by the Company shareholders; and.

(c) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under or in connection with the Offering or the Reincorporation.

4.2. Grant of Proxy.

(a) In furtherance of Section 4.1 of this Agreement, subject to Sections 4.2(b) and 4.2(d) hereof and the proviso set forth below, the Shareholder hereby irrevocably grants to and appoints the Company and up to two of the Company’s designated representatives (the “Authorized Parties”), and each of them individually, as the Shareholder’s proxy (with full power of substitution and resubstitution) to the full extent of the Shareholder’s voting rights with respect to its Shares for and in the name, place and stead of the Shareholder, to attend all meetings of the Company shareholders and at every adjournment and postponement thereof, and to vote the Shares at any meeting of the Company shareholders and at every adjournment and postponement thereof, or in any action by written consent of the Company shareholders, during the Voting Period solely on the matters and in the manner specified in Section 4.1 hereof, in each case subject to applicable law (the “Proxy”); provided that in the case of any meeting of the Company shareholders during the Voting Period at which a matter

described in Section 4.1 is to be considered, the Shareholder’s grant of the Proxy contemplated by this Section 4.2(a) shall be effective if, and only if, the Shareholder has not delivered to the secretary of the Company at least three business days prior to such meeting a duly executed proxy card previously approved by the Company (such approval shall not be unreasonably withheld or delayed) voting the Shareholder’s Shares in the manner specified in Section 4.1. For the avoidance of doubt, the Proxy shall be effective for all actions by written consent of the Company shareholders during the Voting Period with respect to the matters set forth in Section 4.1.

(b) It is hereby agreed that the Authorized Parties will use the Proxy granted by the Shareholder solely in accordance with applicable law and will only vote the Shares subject to the Proxy with respect to the matters and in the manner specified in Section 4.1 hereof. Subject to the foregoing sentence, following the grant of the Proxy pursuant to Section 4.2(a), the vote of an Authorized Party shall control in any conflict between the vote by an Authorized Party of the Shares and any other vote by the Shareholder of its Shares during the Voting Period.

(c) The Shareholder hereby affirms that the irrevocable Proxy is given in connection with, and in consideration of, the execution of the Merger Agreement by the Company, and that the Proxy will be given to secure the performance of the duties of the Shareholder under this Agreement specified in Section 4.1.

(d) The grant of the Proxy pursuant to this Section 4.2 is coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by the Shareholder with respect to the matters specified in Section 4.1. Any Proxy granted hereunder shall automatically terminate, without any further action required by any person, and any underlying appointment shall automatically be revoked and rescinded and of no force and effect, at the end of the Voting Period.

(e) The Shareholder hereby agrees that it will not intentionally take any action or fail to take any action with the primary purpose of causing the Company to fail to recognize the Proxy.

SECTION 5. Additional Agreements.

(a) Restriction on Transfer. The Shareholder hereby covenants and agrees that, during the Voting Period, the Shareholder shall not sell, transfer, tender, assign, hypothecate or otherwise dispose of (“Transfer”) any Shares or any interest therein or any other security convertible into or exercisable for any Shares, or create or permit to exist any additional security interest, lien, claim, pledge, option, right of first refusal, limitation on voting rights, charge or other encumbrance of any nature (an “Encumbrance”) with respect to any Shares or any interest therein or any other security convertible into or exercisable for any Shares. For the avoidance of doubt, this Section 5(a) is intended to be in addition to, and not amend, replace, modify or terminate, in any way whatsoever, any other restrictions with respect to the Transfer or Encumbrance of any Shares held by the Shareholder.

(b) Additional Shares. In the event of a share dividend or distribution, or any change in the Shares by reason of any share dividend or distribution, subdivision, recapitalization, reclassification, consolidation, conversion or the like, including the exchange of any securities convertible into or exercisable for any Shares, the term “Shares” shall be deemed to refer to and include such shares as well as all such share dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or which are received in such transaction. For the avoidance of doubt, it is the intent of the parties that all Shares or other securities convertible into or exercisable for any shares of Common Stock acquired by the Shareholder from the date of this Agreement through the Voting Period be subject to the provisions of this Agreement.

SECTION 6. Further Assurances. The Shareholder shall, from time to time, perform such further acts and execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as the Company may reasonably request in writing for the purpose of effectuating the matters covered by this Agreement or that are necessary to vest in the Company the power to carry out and give effect to the provisions of this Agreement.

SECTION 7. Termination. This Agreement and the obligations hereunder shall automatically terminate on the first to occur of (a) the termination of the Merger Agreement in accordance with its terms, (b) a written agreement between the Company and the Shareholder to terminate this Agreement, (c) the end of the Voting Period and (d) the date that is 180 days from the date of this Agreement. The representations, warranties, obligations and agreements of the parties contained in this Agreement shall not survive any termination of this Agreement; provided that in the event this Agreement is terminated under clause (a) of the preceding sentence, no party shall be relieved from its liability for any breach of its obligations hereunder committed prior to such termination. For the avoidance of doubt, unless already ended, the Voting Period will automatically end when this Agreement is terminated in accordance with this Section 7.

SECTION 8. Miscellaneous.

8.1. Dissenters’ Rights. The Shareholder hereby irrevocably and unconditionally waives, and agrees to prevent the exercise of, any dissenters’ rights pursuant to Chapter 23B.13 of the Washington Business Corporation Act.

8.2. Publication. The Shareholder hereby permits the Company to publish and disclose in any proxy statement or prospectus (including any document or schedule filed with the Securities and Exchange Commission) or any other regulatory filings in connection with the Reincorporation, the Shareholder’s identity and ownership of the Shares and the nature of its commitments, arrangements and understandings pursuant to this Agreement.

8.3. Entire Agreement; No Third Party Beneficiaries.

(a) This Agreement, including the Proxy, constitutes the entire agreement and supersedes all prior agreements and understandings, both written and

oral, among the parties with respect to the subject matter hereof; provided that if there is any conflict between this Agreement and the Merger Agreement, this Agreement shall control. This Agreement is intended to create a contractual relationship between the Shareholder, on the one hand, and the Company, on the other hand, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship among the parties hereto. Without limiting the generality of the foregoing, the Shareholder agrees that: (i) it is entering into this Agreement solely on its own behalf and, except as expressly set forth in this Agreement, shall not have any obligation to perform on behalf of any other Company shareholder and (ii) by entering into this Agreement, it does not intend to form a “group” for purposes of Rule 13d-5(b)(1) of the Exchange Act or any other similar provision of applicable law, rule or regulation with any other Company shareholder.

(b) This Agreement is not intended to, and shall not, confer upon any person not a party hereto any rights or remedies hereunder, provided, however, that Newco is an intended third party beneficiary of this Agreement, with the right to enforce this Agreement to the same extent as the Company.

8.4. Assignment; Parties in Interest. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties hereto without the prior written consent of the other party. This Agreement shall be binding upon, inure solely to the benefit of, and be enforceable by, the parties hereto and their successors and permitted assigns (including, for the avoidance of doubt, the Shareholder’s legal representatives, successors and assigns). Any purported assignment not permitted under this Section 8.4 shall be null and void.

8.5. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given (a) upon personal delivery to the party to be notified; (b) when received when sent by email or facsimile by the party to be notified, provided, however, that notice given by email or facsimile shall not be effective unless either (i) a duplicate copy of such email or fax notice is promptly given by one of the other methods described in this Section 8.5 or (ii) the receiving party delivers a written confirmation of receipt for such notice either by email or fax or any other method described in this Section 8.5; or (c) when delivered by a courier (with confirmation of delivery); in each case to the party to be notified at the following address:

To the Company:

WMI Holdings Corp.

1201 Third Avenue, Suite 3000

Seattle, WA 98101

Attn: Chad Smith

Telephone: (206) 432-8731

Fax: (206) 432-8877

with copies to:

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

Attn: Kerry E. Berchem, Esq.

Telephone: (212) 872-1095

Fax: (212) 872-1002

If to the Shareholder:

KKR Fund Holdings L.P.

c/o Kohlberg Kravis Roberts & Co. L.P.

9 West 57^th Street

Suite 4200

New York, New York 10019

Attn: David Sorkin

Fax: (212) 750-0003

with copies to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attn: Gary I. Horowitz, Esq.

Telephone: (212) 455-2000

Fax: (212) 455-2502

Or to such other address as any party shall specify by written notice so given, and such notice shall be deemed to have been delivered as of the date so personally delivered, on the date of confirmation if electronically delivered, or on that of receipt if delivered by courier.

8.6. Amendments; Waivers. At any time prior to the termination of this Agreement, any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company and the Shareholder. Notwithstanding the foregoing, no failure or delay by any party hereto in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

8.7. Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, shareholder, trustee, beneficiary, settlor, agent, attorney, representative or affiliate of any party hereto or of any of their respective affiliates shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.7 shall limit any liability of the parties hereto for breaches of the terms and conditions of this Agreement.

8.8. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of this Agreement is not affected in any manner adverse

to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible.

8.9. Governing Law; Venue; Submission to Jurisdiction. This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the State of New York. The parties hereby irrevocably submit to the jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the State of New York solely for the purposes of any suit, action or other proceeding between the parties hereto arising out of this Agreement or any transaction contemplated hereby, and hereby waive, and agree to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such New York state or federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.5 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

8.10. Specific Performance. The Shareholder acknowledges and agrees that irreparable damage to the Company would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Company shall be entitled to an injunction, injunctions or other equitable relief, without the necessity of posting a bond, to prevent or cure breaches of the provisions of this Agreement by the Shareholder and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which the Company may be entitled by law or equity and the Shareholder hereby waives any and all defenses which could exist in its favor in connection with such enforcement.

8.11. Interpretation. The parties have participated jointly in negotiating and drafting this Agreement. If an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. When a reference is made in this Agreement to sections or subsections, such reference shall be to a section or subsection of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “herein,” “hereof,” “hereunder” and words of similar import

shall be deemed to refer to this Agreement as a whole and not to any particular provision of this Agreement. Any pronoun shall include the corresponding masculine, feminine and neuter forms. References to “party” or “parties” in this Agreement mean the Company and the Shareholder, as the case may be.

8.12. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be considered one and the same agreement and shall become effective when each of the parties has delivered a signed counterpart to the other parties, it being understood that all parties need not sign the same counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or electronic “.pdf” shall be effective as delivery of a manually executed counterpart hereof.

[Rest of page intentionally left blank]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.


WMI HOLDINGS CORP.

By:	/s/ Charles Edward Smith
	Name:	Charles Edward Smith
	Title:	President, Interim Chief Executive Officer, Interim Chief Legal Officer and Secretary

KKR FUND HOLDINGS L.P.

By: KKR Group Holdings L.P., its general partner

By: KKR Group Limited, its general partner

By:	/s/ David J. Sorkin
	Name: David J. Sorkin
	Title: Director

[Signature Page to Voting Agreement]

Schedule A

Name of

Shareholder

Number of

Shares of

Common

Stock Owned¹

Number of

Series A

Preferred

Shares Owned

Number of Series B
Preferred Expected

to be Acquired at the
Closing of the

Offering

Total Number

of Votes on an

as Converted

Basis

KKR Fund

Holdings L.P.

1,000,000

200,000

98,954,518

¹	Excluding shares of Common Stock beneficially owned through (i) shares of the Series A Preferred Stock and the Series B Preferred Stock, (ii) any warrants to purchase any shares of Common Stock not yet exercised and (iii) any other convertible securities of the Company not yet exercised.

Exhibit 10.4

KKR MANAGEMENT HOLDINGS L.P.

9 West 57^th Street, Suite 4200

New York, NY 10019

KKR FUND HOLDINGS L.P.

9 West 57^th Street, Suite 4200

New York, NY 10019

December 19, 2014

WMI Holdings Corp.

1201 Third Avenue, Suite 3000

Seattle, Washington 98101

Re: Exercise and Transfer of Warrants

Ladies and Gentlemen:

York and the federal courts of the United States of America located in the State of New York solely for the purposes of any suit, action or other proceeding between any of the parties hereto arising out of this letter agreement or any transaction contemplated hereby, and hereby waive, and agree to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this letter agreement may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such New York state or federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Paragraph 8 below or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS LETTER AGREEMENT OR TH E TRANSACTIONS CONTEMPLATED HEREBY.

If to Warrantholder or Preferred Stockholder, to:

c/o Kohlberg Kravis Roberts & Co. L.P.

9 West 57^th Street

Suite 4200

New York, New York 10019

Attn: David Sorkin

Fax: (212) 750-0003

with a copy to (which copy alone shall not constitute notice):

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attn: Gary I. Horowitz, Esq.

Telephone: (212) 455-2000

Fax: (212) 455-2502

If to WMI, to:

WMI Holdings, Inc.

1201 Third Avenue, Suite 3000

Seattle, WA 98101

Attn: Chad Smith

Telephone: (206) 432-8731

Fax: (206) 432-8877

with a copy to (which copy alone shall not constitute notice):

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

Attn: Kerry E. Berchem, Esq.

Telephone: (212) 871-1095

Fax: (212) 872-1002

10.

11.

This letter agreement shall not be assignable by any party hereto without the prior written consent of the other parties.

12.

13.


Very truly yours,

KKR Management Holdings L.P.

By: KKR Management Holdings Corp., its general partner

By:		/s/ David J. Sorkin
		Name: David J. Sorkin
		Title: Director

KKR Fund Holdings L.P.

By: KKR Group Holdings L.P., its general partner

By: KKR Group Limited, its general partner

By:		/s/ David J. Sorkin
		Name: David J. Sorkin
		Title: Director


ACKNOWLEDGED BY:

WMI Holdings Corp.



By:	/s/ Charles Edward Smith
	Name:	Charles Edward Smith
	Title:	President, Interim Chief Executive Officer,
		Interim Chief Legal Officer and Secretary

[Signature page to Side Letter]

Exhibit 99.1

WMI HOLDINGS ANNOUNCES

PRICING OF PRIVATE OFFERING OF 600,000 SHARES

OF 3.00% SERIES B CONVERTIBLE PREFERRED STOCK

SEATTLE, Wash. – December 19, 2014 – WMI Holdings Corp. (OTC: WMIH) (“WMI Holdings” or the “Company”) today announced the pricing of a private offering (the “Offering”) of 600,000 shares, liquidation preference $1,000 per share, of a newly created series of convertible preferred stock to be designated as 3.00% Series B Convertible Preferred Stock (the “Series B Preferred Stock”), which number of shares may be reduced prior to closing in compliance with the Company’s articles of incorporation. The Offering is expected to close on January 5, 2015, subject to customary closing conditions.

The Company intends to use the net proceeds of the Offering, expected to be approximately $568.7 million, to explore and fund, in whole or in part, acquisitions, whether completed or not, including reasonable attorney fees and expenses, accounting expenses, due diligence and financial advisor fees and expenses.

The Series B Preferred Stock will bear dividends, on a cumulative basis, when, as and if declared by the Company’s board of directors at an annual rate of 3.00%. All or a portion of the shares of the Series B Preferred Stock, depending on the circumstances, will be mandatorily converted into the Company’s common stock upon the satisfaction of the conversion contingency. Shares of Series B Preferred Stock that have not been converted or repurchased prior to the mandatory redemption date will be redeemed on the mandatory redemption date.

The Series B Preferred Stock was offered to qualified institutional buyers (as defined under the Securities Act of 1933, as amended (the “Securities Act”)) in accordance with Rule 144A under of the Securities Act.

The Series B Preferred Stock and the shares of the Company’s common stock issuable upon mandatory conversion of the Series B Preferred Stock have not been registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws.

This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to sell or buy any securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offers of the securities have been made only by means of a private offering memorandum.

About WMI Holdings

WMI Holdings, 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.

Safe Harbor Statement Under the U.S. Private Securities Litigation Reform Act of 1995

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities

Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release 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. Some of these risks are identified and discussed under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. 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.

Contact

Andrew Siegel / Jed Repko / Aaron Palash

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

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