SEATTLE, Jan. 5, 2015 /PRNewswire/ -- WMI Holdings
Corp. (OTC: WMIH) ("WMI Holdings" or the "Company") today announced
the completion of its private offering (the "Offering") of 600,000
shares, liquidation preference $1,000
per share, of a newly created series of convertible preferred stock
designated as 3.00% Series B Convertible Preferred Stock (the
"Series B Preferred Stock").
Net proceeds of the Offering are approximately $568.7 million after payment of all offering fees
and expenses (including fees contingent upon future events) and
will be used 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.
Affiliates of KKR & Co. L.P. ("KKR"), which made a
previously announced strategic investment in the Company in
December 2013, purchased 200,000
shares of the Series B Preferred Stock in the
Offering.
Michael Willingham, Chairman of
WMI Holdings said, "The completion of the offering of Series B
Preferred Stock provides WMI Holdings significant capital to
execute on its acquisition strategies. With this capital, we
intend to continue to pursue opportunities for acquisitions of
companies with operations that are complemented by the experience
and expertise of our board and management team."
Tagar Olson, Member and Head of KKR's Financial Services team,
stated, "We are pleased to participate in the offering and invest
additional capital in WMI Holdings, as we continue to see
opportunities for the Company to grow and diversify its
platform. Having partnered with the Company for over a year,
we believe that WMI Holdings is well positioned as an acquiror and
we believe it is capable of leveraging its resources to drive value
as it executes on its acquisition strategy."
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, subsequent Quarterly Reports on Form 10-Q, and Current Report
on Form 8-K filed on December 19,
2014. 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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SOURCE WMI Holdings Corp.