Current Report Filing (8-k)
May 08 2015 - 5:03PM
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): May 8, 2015
WMI Holdings Corp.
(Exact Name of Registrant as Specified in Its Charter)
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Washington |
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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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1201 THIRD AVENUE, SUITE 3000
SEATTLE, WASHINGTON |
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98101 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(206) 432-8887
(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, WMI Holdings Corp. (formerly known as 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 (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 period ended March 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 period ended March 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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WMI HOLDINGS CORP.
(Registrant) |
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Date: May 8, 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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Interim Chief Executive Officer |
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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 period ended March 31,
2015.
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Exhibit 99.1
WM MORTGAGE REINSURANCE COMPANY, INC.
UNAUDITED CONDENSED BALANCE SHEET
AS OF MARCH 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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$ |
45,816 |
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Cash equivalents held in trust |
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8,838 |
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Total investments held in trust |
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54,654 |
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Cash and cash equivalents |
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151 |
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Fixed-maturity securities, at fair value |
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5,204 |
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Accrued investment income |
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371 |
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Prepaid expenses |
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Premiums receivable |
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530 |
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Total assets |
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$ |
60,910 |
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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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$ |
5,989 |
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Losses payable |
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411 |
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Unearned premiums |
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934 |
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Accrued ceding commission expense |
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39 |
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Other liabilities |
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159 |
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Total liabilities |
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7,532 |
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Stockholders equity: |
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Common stock, $1 par value; 1,000 shares issued and outstanding |
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1 |
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Additional paid-in capital |
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69,879 |
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Retained earnings |
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(16,502 |
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Total stockholders equity |
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53,378 |
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Total liabilities and stockholders equity |
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$ |
60,910 |
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WM MORTGAGE REINSURANCE COMPANY, INC.
UNAUDITED CONDENSED STATEMENT OF OPERATIONS
FOR THE MONTH ENDED MARCH 31, 2015
(in thousands)
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Revenues: |
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Premiums earned |
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$ |
378 |
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Other income |
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Net investment income |
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49 |
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Total revenues |
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427 |
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Expenses: |
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Underwriting expenses |
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(444 |
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General and administrative expenses |
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148 |
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Loss from contract termination |
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Total expenses |
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(296 |
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(Loss) income before federal income taxes |
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723 |
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Federal income tax benefit |
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Net (loss) income |
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$ |
723 |
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