- Current report filing (8-K)
September 10 2012 - 5:28PM
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): September 10, 2012
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
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(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
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(Address of Principal Executive Offices)
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(Zip Code)
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(206) 432-8887
(Registrants Telephone Number, Including Area Code)
Washington
Mutual, Inc.
1301 Second Ave., Seattle, WA 98101
(Former Name or Former Address, if Changed Since Last Report)
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))
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Section 7 Regulation FD
Item 7.01 Regulation FD Disclosure.
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 unaudited financial statements for WM Mortgage Reinsurance Company, Inc., as of and for the period ended July 31, 2012, are attached to this Form
8-K as Exhibit 99.1.
Cautionary Statement Regarding Forward-Looking Statements
This Form 8-K and the exhibits contain certain statements that may be deemed to be forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are based on the Companys current plans, expectations, estimates and managements beliefs about the Companys future performance. Words such as
anticipates, expects, intends, plans, believes, seeks, estimates or variations of such words and similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and are subject to risks and uncertainties that are difficult to predict and which may cause the Companys actual results and performance to differ materially from those
expressed or forecasted in any such forward-looking statements. These risks include, among other factors, changes in business, economic and market conditions, changes in government regulation, and changes in the competitive environment in which
the Company operates. Some of the specific risks that are associated with the Company include, but are not limited to, the following: (i) the Company does not currently intend to have any of its securities listed on an exchange or a
national market and, therefore, its common stock may have less liquidity than exchange-traded securities; (ii) transfers of the common stock of the Company are and will continue to be subject to certain transfer restrictions as set forth in the
Articles and Bylaws; (iii) there is no guarantee that the Company will be able to successfully utilize the net operating losses that will be retained by the Company; and (iv) the Company may need to seek regulatory approval from the Hawaii
State Insurance Commissioner from time to time with respect to certain aspects of WM Mortgage Reinsurance Company, Inc.s operations. Unless required by law, the Company undertakes no obligation to update publicly any forward-looking
statements. However, 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:
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99.1
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Unaudited balance sheet and combining profit & loss statement of WM Mortgage Reinsurance Company, Inc. as of and for the period ended July 31, 2012.
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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: September 10, 2012
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By:
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/s/ Charles Edward Smith
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Name: Charles Edward Smith
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Title: Interim Chief Executive Officer
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EXHIBIT INDEX
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99.1
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Unaudited balance sheet and combining profit & loss statement of WM Mortgage Reinsurance Company, Inc. as of and for the period ended July 31, 2012.
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