Current Report Filing (8-k)
October 09 2015 - 4:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 9, 2015
WMIH Corp.
(Exact Name
of Registrant as Specified in Its Charter)
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Delaware |
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001-14667 |
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91-1653725 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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FIFTH AVENUE PLAZA
800 FIFTH AVENUE, SUITE 4100
SEATTLE, WASHINGTON |
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98104 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(206) 922-2957
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 7 Regulation FD
Item 7.01 Regulation FD Disclosure.
As previously
reported, on March 19, 2012, WMIH Corp. (formerly known as WMI Holdings Corp. and Washington Mutual, Inc. (the Company)) issued $20 million aggregate principal amount of its 13% Senior Second Lien Notes due 2030 (the
Second Lien Notes) under an indenture, dated as of March 19, 2012, as amended by the First Supplemental Indenture, dated as of May 11, 2015 (the Second Lien Indenture), between the Company and Law
Debenture Trust Company of New York, as Trustee. Under the Second Lien Indenture, the Company is required to provide, to the holders of the Second Lien Notes, unaudited monthly financial statements with respect to WM Mortgage Reinsurance
Company, Inc., the Companys subsidiary. The unaudited financial statements for WM Mortgage Reinsurance Company, Inc., as of and for the month ended August 31, 2015, 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 Companys Form 10-K for the year ended December 31, 2014 under Risk Factors in Part I, Item 1A. These risk
factors will be important to consider in determining future results and should be reviewed in their entirety. These forward-looking statements are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no
assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and we do not undertake to update any forward-looking
statement, except as required by law. Readers should carefully review the statements set forth in the reports, which the Company has filed or will file from time to time with the Securities and Exchange Commission.
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 month ended August 31, 2015.
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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.
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WMIH CORP.
(Registrant) |
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Date: October 9, 2015 |
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By: |
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/s/ Charles Edward Smith |
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Name: |
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Charles Edward Smith |
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Title: |
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Executive Vice President |
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EXHIBIT INDEX
99.1 Unaudited condensed balance sheet and condensed statement of operations of WM Mortgage Reinsurance Company, Inc. as of and for the month ended August 31,
2015.
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Exhibit 99.1
WM MORTGAGE REINSURANCE COMPANY, INC.
UNAUDITED CONDENSED BALANCE SHEET
AS OF AUGUST 31, 2015
(in thousands, except share data)
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ASSETS |
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Investments held in trust, at fair value: |
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Fixed-maturity securities |
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$ |
33,113 |
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Cash equivalents held in trust |
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4,153 |
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Total investments held in trust |
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37,266 |
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Cash and cash equivalents |
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6,219 |
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Fixed-maturity securities, at fair value |
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7,069 |
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Accrued investment income |
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356 |
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Prepaid expenses |
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13 |
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Premiums receivable |
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466 |
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Total assets |
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$ |
51,389 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Liabilities: |
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Losses and loss adjustment expenses |
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$ |
4,823 |
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Losses payable |
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295 |
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Unearned premiums |
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896 |
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Accrued ceding commission expense |
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38 |
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Other liabilities |
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147 |
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Total liabilities |
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6,199 |
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Stockholders equity: |
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Common stock, $1 par value; 1,000 shares issued and outstanding |
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1 |
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Additional paid-in capital |
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69,879 |
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Retained earnings |
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(24,690 |
) |
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Total stockholders equity |
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45,190 |
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Total liabilities and stockholders equity |
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$ |
51,389 |
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WM MORTGAGE REINSURANCE COMPANY,
INC.
UNAUDITED CONDENSED STATEMENT OF
OPERATIONS
FOR THE MONTH ENDED AUGUST 31,
2015
(in thousands)
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Revenues: |
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Premiums earned |
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$ |
452 |
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Net investment income |
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(12 |
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Total revenues |
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440 |
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Expenses: |
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Underwriting expenses |
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117 |
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General and administrative expenses |
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149 |
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Total expenses |
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266 |
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(Loss) income before federal income taxes |
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174 |
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Federal income tax benefit |
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Net income (loss) |
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$ |
174 |
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