SEATTLE, Dec. 11, 2017 /PRNewswire/ -- WMIH Corp.
(Nasdaq: WMIH) (the "Company") today announced that it has filed an
amendment (the "Amendment") to its Amended and Restated Certificate
of Incorporation (the "Certificate of Incorporation") amending the
terms of the Company's 3.00% Series B Convertible Preferred Stock,
par value $0.00001, liquidation
preference $1,000 per share issued in
January 2015 (the "Series B Preferred
Stock") after obtaining consent from holders of more than a
majority of the 600,000 outstanding shares of Series B Preferred
Stock. The Amendment becomes effective January 5, 2018 absent the consummation of a
Qualified Acquisition (as defined in the Certificate of
Incorporation). Capitalized terms used below and not
otherwise defined have the meaning ascribed thereto in the
Amendment.
The material terms of the Amendment are as follows:
- The Mandatory Redemption Date of the Series B Preferred Stock
shall be October 5, 2019, subject to
a six-month extension under certain circumstances (rather than
January 5, 2018);
- The Conversion Price shall be fixed at $1.35 per share of Common Stock (rather than a
floating conversion price of $1.75 to
$2.25 per share);
- Holders of Series B Preferred Stock shall be entitled to
receive, when, as, and if declared by the Board of Directors of the
Company a semi-annual 5.00% Common Stock dividend following the
Amendment Effective Date (rather than a quarterly 3.00% cash
dividend); and
- A special distribution of 19.04762 shares of Common Stock per
share of Series B Preferred Stock as a result of the consummation
of an Acquisition or Qualified Acquisition, as the case may
be.
In connection with the Amendment, the Company also entered into
an agreement (the "Series A Stockholder Agreement") dated
December 8, 2017 with KKR Fund
Holdings L.P., as holder of the outstanding Series A preferred
stock (the "Series A Stockholder"), providing that the Company
would not, from the date of the Series A Stockholder Agreement
through July 5, 2019, enter into any
definitive agreement for an Acquisition without the approval of the
Series A Stockholder.
Steve Scheiwe, Chairman of the
Company's Board and the Finance Committee, stated, "We are pleased
to announce the Amendment extending the Company's Series B
Preferred Stock financing, which preserves our access to capital
and enables us to continue our efforts to identify and consummate
acquisition opportunities that will enhance value for shareholders.
We also are pleased that KKR remains supportive and will continue
to assist the Company with its search for an accretive
acquisition."
As previously announced, Keefe, Bruyette & Woods, Inc., a
Stifel company, provided financial advisory services to the
Company and the Finance Committee of the Board of Directors in
connection with structuring, negotiating and consummating the
Amendment.
The Company will host a conference call on Tuesday, December 12, 2017 at 5:00 pm ET. To participate, please dial (866)
610-1072 or (973) 935-2840 and reference the access code 6698798.
A replay of the call will be available from 8:30 p.m. ET on December
12, 2017 until 11:59 p.m. ET
on December 19, 2017. To access the
replay, please dial (800) 585-8367 (domestic) or (404) 537-3406
(international) and reference the access code 6698798. The webcast
will be available in the Investor Relations section of the WMIH
website at http://wmih-corp.com.
This press release may include 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. All statements other than
statements of historical fact included in this press release that
address activities, events, conditions or developments that the
Company expects, believes or anticipates will or may occur in the
future are forward-looking statements. Forward-looking statements
give the Company's current expectations and projections relating to
the its 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. Certain of these risks are identified and
discussed in the Company's Form 10-K for the year ended
December 31, 2016 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 the Company believes 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 the Company will 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 SEC.
CONTACT
Helen
Grayson
206-922-2957
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SOURCE WMIH Corp.