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Section 1: SC 13G/A (13G/A)



  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G/A

 Under the Securities Exchange Act of 1934

(Amendment No. 6)*



WMIH Corp.

(Name of Issuer)

 

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

 

92936P100

(CUSIP Number)

 

 

December 31, 2017
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


 

CUSIP No.  92936P100
 SCHEDULE 13G/A
Page 2 of 13 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Greywolf Capital Partners II LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) o (b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
-0-
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
-0-
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.00%
12
TYPE OF REPORTING PERSON
 
PN
 
** The reporting persons making this filing hold an aggregate of 10,600,333 Shares, which is 5.13% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
 


 

CUSIP No.  92936P100
 SCHEDULE 13G/A
Page 3 of 13 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Greywolf Event Driven Master Fund
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) o (b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
-0-
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
-0-
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.00%
12
TYPE OF REPORTING PERSON
 
OO

** The reporting persons making this filing hold an aggregate of 10,600,333 Shares, which is 5.13% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
 


 

CUSIP No.  92936P100
 SCHEDULE 13G/A
Page 4 of 13 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Greywolf Overseas Intermediate Fund
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) o (b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
5,414,790
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
5,414,790
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,414,790
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.62%
12
TYPE OF REPORTING PERSON
 
OO

 

**The reporting persons making this filing hold an aggregate of 10,600,333 Shares, which is 5.13% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
 


 

CUSIP No.  92936P100
 SCHEDULE 13G/A
Page 5 of 13 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Greywolf Structured Products Master Fund, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) o (b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
2,549,422
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
2,549,422
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,549,422
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.23%
12
TYPE OF REPORTING PERSON
 
OO

 

** The reporting persons making this filing hold an aggregate of 10,600,333 Shares, which is 5.13% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
 


 

CUSIP No.  92936P100
 SCHEDULE 13G/A
Page 6 of 13 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Greywolf Opportunities Fund II, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) o (b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
2,636,121
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
2,636,121
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,636,121
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.28%
12
TYPE OF REPORTING PERSON
 
PN

 

** The reporting persons making this filing hold an aggregate of 10,600,333 Shares, which is 5.13% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
 


 

CUSIP No.  92936P100
 SCHEDULE 13G/A
Page 7 of 13 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Greywolf Advisors LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) o (b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
-0-
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
-0-
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.00%
12
TYPE OF REPORTING PERSON
 
OO

 

** The reporting persons making this filing hold an aggregate of 10,600,333 Shares, which is 5.13% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
 


 

CUSIP No.  92936P100
 SCHEDULE 13G/A
Page 8 of 13 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Greywolf Capital Management LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) o (b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
10,600,333
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
10,600,333
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,600,333
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.13%
12
TYPE OF REPORTING PERSON
 
PN, IA

 

** The reporting persons making this filing hold an aggregate of 10,600,333 Shares, which is 5.13% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
 


 

CUSIP No.  92936P100
 SCHEDULE 13G/A
Page 9 of 13 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Greywolf GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) o (b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
10,600,333
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
10,600,333
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,600,333
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.13%
12
TYPE OF REPORTING PERSON
 
OO

 

** The reporting persons making this filing hold an aggregate of 10,600,333 Shares, which is 5.13% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
 


 

CUSIP No.  92936P100
 SCHEDULE 13G/A
Page 10 of 13 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Jonathan Savitz
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) o (b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
10,600,333
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
10,600,333
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,600,333
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.13%
12
TYPE OF REPORTING PERSON
 
IN

 

** The reporting persons making this filing hold an aggregate of 10,600,333 Shares, which is 5.13% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
 


 

CUSIP No.  92936P100
 SCHEDULE 13G/A
Page 11 of  13 Pages

 

This Amendment No. 6 to Schedule 13G amends and restates in its entirety the Schedule 13G initially filed on April 15, 2012 (together with all prior and current amendments thereto, this “Schedule 13G/A”).

 

Item 1.(a) Name of Issuer:

WMIH Corp. (the “Company”)

(b) Address of Issuer’s Principal Executive Offices:

Fifth Avenue Plaza

800 Fifth Avenue, Suite 4100

Seattle, Washington 98104

Item 2.(a) Name of Person Filing:

(i) Greywolf Capital Partners II LP, a Delaware limited partnership (“Greywolf Capital II”), with respect to the Shares held by it;

(ii) Greywolf Event Driven Master Fund, a Cayman Islands exempted company (“Greywolf Event Driven”), with respect to the Shares held by it;

(iii) Greywolf Overseas Intermediate Fund, a Cayman Islands exempted company (“Greywolf Overseas Intermediate”), with respect to the Shares held by it;

(iv) Greywolf Structured Products Master Fund, Ltd., a Cayman Islands exempted company (“Greywolf Structured Products”), with respect to the Shares held by it; 

 (v) Greywolf Opportunities Fund II, LP, a Delaware limited partnership (“Greywolf Opportunities II”), with respect to the Shares held by it;

(vi) Greywolf Advisors LLC, a Delaware limited liability company and the general partner (the “General Partner”) of Greywolf Capital II, with respect to the Shares held by Greywolf Capital II;

(vii) Greywolf Capital Management LP, a Delaware limited partnership and the investment manager of Greywolf Capital II, Greywolf Event Driven, Greywolf Overseas Intermediate and Greywolf Structured Products and the general partner of Greywolf Opportunities II (the “Investment Manager”), with respect to the Shares held by the Greywolf Funds (as defined below);

(viii) Greywolf GP LLC, a Delaware limited liability company and the general partner of the Investment Manager (the “Investment Manager General Partner”), with respect to the Shares held by the Greywolf Funds; and

(ix) Jonathan Savitz, a United States citizen and the senior managing member of the General Partner and the sole managing member of the Investment Manager General Partner (“Savitz”), with respect to the Shares held by the Greywolf Funds.

Greywolf Capital II, Greywolf Event Driven, Greywolf Overseas Intermediate, Greywolf Structured Products and Greywolf Opportunities II are together referred to herein as the “Greywolf Funds.”

(b) Address of Principal Business Office, or, if none, Residence:

The address of the principal business office of (i) all of the Reporting Persons other than Greywolf Event Driven, Greywolf Overseas Intermediate and Greywolf Structured Products is 4 Manhattanville Road, Suite 201, Purchase, New York 10577; (ii) Greywolf Event Driven and Greywolf Overseas Intermediate is 89 Nexus Way, Camana Bay, Grand Cayman KY19007; and (iii) Greywolf Structured Products is Ugland House, P.O. Box 309, South Church Street, George Town, Grand Cayman KY1-1104.

(c) Citizenship:

The citizenship of each of the Reporting Persons is set forth in the cover page for each Reporting Person.

 (d) Title of Class of Securities:

Common Stock, par value $0.00001 per share (the “Shares”)

 (e) CUSIP Number:

92936P100

 



 

 

CUSIP No.  92936P100
 SCHEDULE 13G/A
Page 12 of 13 Pages

 

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is an entity specified in (a) - (k):

Not Applicable.

Item 4. Ownership

The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person hereto is incorporated herein by reference for each such Reporting Person.

The Shares reported hereby for each of the Greywolf Funds are owned directly by such Greywolf Fund. The General Partner, as general partner of Greywolf Capital II, may be deemed to be a beneficial owner of all such Shares owned by Greywolf Capital II. The Investment Manager, as investment manager of the Greywolf Funds other than Greywolf Opportunities II and as the general partner of Greywolf Opportunities II, may be deemed to be a beneficial owner of all such Shares owned by the Greywolf Funds. The Investment Manager General Partner, as general partner of the Investment Manager, may be deemed to be a beneficial owner of all such Shares owned by the Greywolf Funds. Savitz, as the senior managing member of the General Partner and as the sole managing member of the Investment Manager General Partner, may be deemed to be a beneficial owner of all such Shares owned by the Greywolf Funds. Each of the General Partner, the Investment Manager, the Investment Manager General Partner and Savitz hereby disclaims any beneficial ownership of any such Shares.

Item 5. Ownership of Five Percent or Less of a Class

 

Not Applicable.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

 

Not Applicable.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

Not Applicable.

Item 8. Identification and Classification of Members of the Group

 

The Reporting Persons are filing this Schedule 13G/A pursuant to Rule 13d-1(c). Consistent with Item 2 of the cover page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.

Item 9. Notice of Dissolution of Group

 

Not Applicable.

Item 10. Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 



 
 
CUSIP No.  92936P100
 SCHEDULE 13G/A
Page 13 of 13 Pages

 

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2018

  

  GREYWOLF ADVISORS LLC
  On its own behalf
  And as the General Partner of
  GREYWOLF CAPITAL PARTNERS II LP
  By: Jonathan Savitz
       
  By:  /s/ Jonathan Savitz
    Name:  Jonathan Savitz
    Title:  Senior Managing Member

  GREYWOLF GP LLC
  By: Jonathan Savitz
       
  By:  /s/ Jonathan Savitz
    Name:  Jonathan Savitz
    Title:  Managing Member

 

  GREYWOLF CAPITAL MANAGEMENT LP
  On its own behalf
  And as Investment Manager to
  GREYWOLF EVENT DRIVEN MASTER FUND,
  GREYWOLF OVERSEAS INTERMEDIATE FUND and
  GREYWOLF STRUCTURED PRODUCTS MASTER FUND, LTD., and
  As the General Partner of
  GREYWOLF OPPORTUNITIES FUND II, LP
   
  By: Jonathan Savitz
       
  By:  /s/ Jonathan Savitz
    Name:  Jonathan Savitz
    Title:  Managing Member of Greywolf GP LLC, its General Partner

       
  By:  /s/ Jonathan Savitz
    Name:  Jonathan Savitz
     

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