UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 9, 2015

 

 

WMI Holdings Corp.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Washington   001-14667   91-1653725

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1201 THIRD AVENUE, SUITE 3000

SEATTLE, WASHINGTON

  98101
(Address of Principal Executive Offices)   (Zip Code)

(206) 432-8887

(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))

 

 

 


Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

As previously reported, on March 19, 2012, WMI Holdings Corp. (formerly known as Washington Mutual, Inc. (the “Company”)) issued $110 million aggregate principal amount of its 13% Senior First Lien Notes due 2030 (the “First Lien Notes”) under an indenture, dated as of March 19, 2012 (the “First Lien Indenture”), between the Company and Wilmington Trust, National Association, as Trustee. Additionally, the Company issued $20 million aggregate principal amount of its 13% Senior Second Lien Notes due 2030 (the “Second Lien Notes” and, together with the First Lien Notes, the “Runoff Notes”) under an indenture, dated as of March 19, 2012 (the “Second Lien Indenture” and, together with the First Lien Indenture, the “Indentures”), between the Company and Law Debenture Trust Company of New York, as Trustee. Under the Indentures, the Company is required to provide, to the holders of the Runoff Notes, unaudited monthly financial statements with respect to WM Mortgage Reinsurance Company, Inc., the Company’s subsidiary. The unaudited financial statements for WM Mortgage Reinsurance Company, Inc., as of and for the period ended November 30, 2014, are attached to this Form 8-K as Exhibit 99.1.

Cautionary Statement Regarding Forward-Looking Statements

This Form 8-K and the exhibits include forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact included in this report that address activities, events, conditions or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business and these statements are not guarantees of future performance. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements may include the words “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “strategy,” “future,” “opportunity,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. These risks are identified and discussed in the Company’s Form 10-K for the year ended December 31, 2013 under Risk Factors in Part I, Item 1A, and in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014 under Risk Factors in Part II, Item 1A. These risk factors will be important to consider in determining future results and should be reviewed in their entirety. These forward-looking statements are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and we do not undertake to update any forward-looking statement, except as required by law. Readers should carefully review the statements set forth in the reports, which the Company has filed or will file from time to time with the Securities and Exchange Commission.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits:

99.1 Unaudited condensed balance sheet and condensed statement of operations of WM Mortgage Reinsurance Company, Inc. as of and for the period ended November 30, 2014.

 

2


SIGNATURES

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.

 

   

WMI HOLDINGS CORP.

(Registrant)

Date: January 9, 2015     By:  

/s/ Charles Edward Smith

      Name:   Charles Edward Smith
      Title:   Interim Chief Executive Officer

 

3


EXHIBIT INDEX

99.1 Unaudited condensed balance sheet and condensed statement of operations of WM Mortgage Reinsurance Company, Inc. as of and for the period ended November 30, 2014.

 

4



Exhibit 99.1

WM MORTGAGE REINSURANCE COMPANY, INC.

UNAUDITED CONDENSED BALANCE SHEET

AS OF NOVEMBER 30, 2014

(in thousands, except share data)

 

 

 

ASSETS   

Investments held in trust, at fair value:

  

Fixed-maturity securities

   $ 52,800   

Cash equivalents held in trust

     10,982   
  

 

 

 

Total investments held in trust

     63,782   

Cash and cash equivalents

     892   

Fixed-maturity securities, at fair value

     8,110   

Accrued investment income

     395   

Prepaid expenses

     6   

Premiums receivable

     561   
  

 

 

 

Total assets

   $ 73,746   
  

 

 

 
LIABILITIES AND STOCKHOLDERS EQUITY   

Liabilities:

  

Losses and loss adjustment expenses

   $ 17,340   

Losses payable

     417   

Unearned premiums

     1,132   

Accrued ceding commission expense

     50   

Other liabilities

     166   
  

 

 

 

Total liabilities

     19,105   
  

 

 

 

Stockholder’s equity:

  

Common stock, $1 par value; 1,000 shares issued and outstanding

     1   

Additional paid-in capital

     69,879   

Retained earnings

     (15,239
  

 

 

 

Total stockholder’s equity

     54,641   
  

 

 

 

Total liabilities and stockholder’s equity

   $ 73,746   
  

 

 

 


WM MORTGAGE REINSURANCE COMPANY, INC.

UNAUDITED CONDENSED STATEMENT OF OPERATIONS

FOR THE MONTH ENDED NOVEMBER 30, 2014

(in thousands)

 

 

 

Revenues:

  

Premiums earned

   $ 612   

Other income

     —     

Net investment income

     121   
  

 

 

 

Total revenues

     733   
  

 

 

 

Expenses:

  

Underwriting expenses

     805   

General and administrative expenses

     162   

Loss from contract termination

     —     
  

 

 

 

Total expenses

     967   
  

 

 

 

(Loss) income before federal income taxes

     (234

Federal income tax benefit

     —     
  

 

 

 

Net (loss) income

   $ (234
  

 

 

 
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