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Section 1: 425 (8-K)

wmih-8k_20180309.htm

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): March 9, 2018

 

WMIH Corp.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

001-14667

91-1653725

(State or other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

FIFTH AVENUE PLAZA

800 FIFTH AVENUE, SUITE 4100

SEATTLE, WASHINGTON

 

98104

(Address of Principal Executive Offices)

 

(Zip Code)

(206) 922-2957

(Registrant’s 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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 


 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Item 8.01

 

Other Events.

On March 9, 2018, WMIH Corp. (the “WMIH”) entered into the Amendment of the Employment Agreement by and between WMIH and its Chief Executive Officer, William Gallagher (the “Gallagher Amendment”) and the Amendment of the Employment Agreement by and between WMIH and its Chief Operating Officer, Thomas L. Fairfield (together with the Gallagher Amendment, the “Amendments”).  The Amendments, which were approved by the WMIH Board of Directors and its Compensation Committee, amend the employment agreements between WMIH and each of Mr. Gallagher and Mr. Fairfield, each dated May 15, 2015, by extending the terms of each of Mr. Gallagher’s and Mr. Fairfield’s employment with WMIH until the earlier of (a) the Closing Date (as defined in the Merger Agreement) of the proposed merger with Nationstar Mortgage Holdings Inc., a Delaware corporation (“Nationstar”), pursuant to an Agreement and Plan of Merger, dated as of February 12, 2018, by and among WMIH, Nationstar and Wand Merger Corporation (the “Merger Agreement”) or (b) the End Date (as defined in the Merger Agreement).  Except as modified by the Amendments, all other terms and conditions of the employment agreements remain in full force and effect.

The foregoing description of the Amendments is qualified in its entirety by reference to the full text of the Amendments, copies of which are filed as Exhibits 10.1 and 10.2 to this Report and are incorporated herein by reference.

 

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

This communication may be deemed to be made in respect of the proposed merger transaction involving WMIH and Nationstar. WMIH intends to file a registration statement on Form S-4 with the SEC, which will include a joint proxy statement of WMIH and Nationstar and a prospectus of WMIH, and each party will file other documents regarding the proposed transaction with the SEC. Any definitive proxy statement(s)/prospectus(es) will also be sent to the stockholders of WMIH and/or Nationstar, as applicable, seeking any required stockholder approval. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Before making any voting or investment decision, investors and security holders of WMIH and Nationstar are urged to carefully read the entire registration statement(s) and proxy statement(s)/prospectus(es), when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. The documents filed by WMIH and Nationstar with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed by WMIH may be obtained free of charge from WMIH at www.wmih-corp.com, and the documents filed by Nationstar may be obtained free of charge from Nationstar at www.nationstarholdings.com. Alternatively, these documents, when available, can be obtained free of charge from WMIH upon written request to WMIH Corp., 800 Fifth Avenue, Suite 4100, Seattle, Washington 98104, Attn: Secretary, or by calling (206) 922-2957, or from Nationstar upon written request to Nationstar Mortgage Holdings Inc., 8950 Cypress Waters Blvd, Dallas, TX 75019, Attention: Corporate Secretary, or by calling (469) 549-2000.

WMIH and Nationstar and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of WMIH and/or Nationstar, as applicable, in favor of the approval of the merger. Information regarding WMIH’s directors and executive officers is contained in WMIH’s Annual Report on Form 10-K for the year ended December 31, 2017 and its Proxy Statement on Schedule 14A, dated April 18, 2017, which are filed with the SEC. Information regarding Nationstar’s directors and executive officers is contained in Nationstar’s Annual Report on Form 10-K for the year ended December 31, 2017 and its Proxy Statement on Schedule 14A, dated April 11, 2017, which are filed with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the registration statement(s) and the proxy statement(s)/prospectus(es) and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.

 


 

FORWARD-LOOKING STATEMENTS

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, WMIH’s and Nationstar’s expectations or predictions of future financial or business performance or conditions. All statements other than statements of historical or current fact included in this communication 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. 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 WMIH’s Form 10-K for the year ended December 31, 2017 under Risk Factors in Part I, Item 1A and Nationstar’s Form 10-K for the year ended December 31, 2017 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 WMIH and Nationstar 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 neither WMIH nor Nationstar is under any obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statement, except as required by law. Readers should carefully review the statements set forth in the reports, which WMIH and Nationstar have filed or will file from time to time with the SEC.

In addition to factors previously disclosed in WMIH’s and Nationstar’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to meet the closing conditions to the merger, including approval by shareholders of WMIH and Nationstar on the expected terms and schedule and the risk that regulatory approvals required for the merger are not obtained or are obtained subject to conditions that are not anticipated; delay in closing the merger; failure to realize the benefits expected from the proposed transaction; the effects of pending and future legislation; risks associated with investing in mortgage loans and mortgage servicing rights and changes in interest rates; risks related to disruption of management time from ongoing business operations due to the proposed transaction; business disruption following the transaction; macroeconomic factors beyond WMIH’s or Nationstar’s control; risks related to WMIH’s or Nationstar’s indebtedness and other consequences associated with mergers, acquisitions and divestitures and legislative and regulatory actions and reforms.

Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

 

Item 9.01

Financial Statements and Exhibits.

 

 

Number

Exhibit

 

 

10.1

Amendment to Employment Agreement, dated March 9, 2018, by and between WMIH and William Gallagher.

 

10.2

Amendment to Employment Agreement, dated March 9, 2018, by and between WMIH and Thomas L. Fairfield.

 


 

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.

 

 

 

WMIH CORP.

 

 

(Registrant)

 

 

 

 

Date: March 9, 2018

 

By:

/s/ Charles Edward Smith

 

 

 

Name:   Charles Edward Smith

 

 

 

Title:   Executive Vice President

 

 

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Section 2: EX-10.1 (EX-10.1)

wmih-ex101_8.htm

Exhibit 10.1

 

AMENDMENT TO EMPLOYMENT AGREEMENT

This AMENDMENT (“Amendment”), by and between WMIH Corp., a Delaware corporation (the “Company”), and William Gallagher (“Executive”) (collectively, the “Parties”) is made as of March 9, 2018.

WHEREAS, the Company and Executive previously entered into an Employment Agreement, made as of May 15, 2015 (the “Employment Agreement”);

WHEREAS, the Company intends to effect a merger with Nationstar Mortgage Holdings Inc., a Delaware corporation;

WHEREAS, the Parties desire to modify the Employment Agreement to extend the Employment Period thereunder in connection with the anticipated merger with Nationstar Mortgage Holdings, Inc.; and

WHEREAS, capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Employment Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants, understandings, representations, warranties, undertakings and promises hereinafter set forth, intending to be legally bound thereby, the Parties agree as follows:

 

 

1.

Section 1 of the Employment Agreement is hereby amended by deleting the phrase “on the third anniversary thereof” and replacing it with the following:

“the earlier of (a) the Closing Date (as defined in that certain Agreement and Plan of Merger, dated as of February 12, 2018, among Nationstar Mortgage Holdings Inc., WMIH Corp., a Delaware corporation and Wand Merger Corporation (the Merger Agreement”)) or (b) the End Date (as defined in the Merger Agreement)”.

 

2.

Except as expressly modified by this Amendment, all other terms, conditions and provisions of the Employment Agreement shall remain in full force and effect.

 

3.

This Amendment is effected pursuant to Section 10(f) of the Employment Agreement.

 

4.

This Amendment shall be governed by and construed in accordance with Section 10(d) of the Employment Agreement and may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.  Facsimile and PDF signatures will suffice as original signatures.

 

[SIGNATURE PAGE FOLLOWS]



 

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

 

 

 

WMIH CORP.

By:/s/ Charles Edward Smith
             Name: Charles Edward Smith
             Title: Executive Vice President

 

 

 

WILLIAM GALLAGHER

 

 

Signature: /s/ William Gallagher

 

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Section 3: EX-10.2 (EX-10.2)

wmih-ex102_7.htm

Exhibit 10.2

 

AMENDMENT TO EMPLOYMENT AGREEMENT

This AMENDMENT (“Amendment”), by and between WMIH Corp., a Delaware corporation (the “Company”), and Thomas L. Fairfield (“Executive”) (collectively, the “Parties”) is made as of March 9, 2018.

WHEREAS, the Company and Executive previously entered into an Employment Agreement, made as of May 15, 2015 (the “Employment Agreement”);

WHEREAS, the Company intends to effect a merger with Nationstar Mortgage Holdings Inc., a Delaware corporation;

WHEREAS, the Parties desire to modify the Employment Agreement to extend the Employment Period thereunder in connection with the anticipated merger with Nationstar Mortgage Holdings, Inc.; and

WHEREAS, capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Employment Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants, understandings, representations, warranties, undertakings and promises hereinafter set forth, intending to be legally bound thereby, the Parties agree as follows:

 

 

1.

Section 1 of the Employment Agreement is hereby amended by deleting the phrase “on the third anniversary thereof” and replacing it with the following:

“the earlier of (a) the Closing Date (as defined in that certain Agreement and Plan of Merger, dated as of February 12, 2018, among Nationstar Mortgage Holdings Inc., WMIH Corp., a Delaware corporation and Wand Merger Corporation (the “Merger Agreement”)) or (b) the End Date (as defined in the Merger Agreement)”.

 

2.

Except as expressly modified by this Amendment, all other terms, conditions and provisions of the Employment Agreement shall remain in full force and effect.

 

3.

This Amendment is effected pursuant to Section 10(f) of the Employment Agreement.

 

4.

This Amendment shall be governed by and construed in accordance with Section 10(d) of the Employment Agreement and may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.  Facsimile and PDF signatures will suffice as original signatures.

 

[SIGNATURE PAGE FOLLOWS]



 

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

 

 

 

WMIH CORP.

By:/s/ Charles Edward Smith
             Name: Charles Edward Smith
             Title: Executive Vice President

 

 

THOMAS FAIRFIELD

 

 

Signature: /s/ Thomas L. Fairfield

 

 

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