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 unaudited financial statements for WM Mortgage Reinsurance Company, Inc., as of and for the period ended September 30, 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.