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Section 1: 8-K (8-K)

wmih-8k_20170508.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): May 8, 2017

 

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. 

 

 

 


 

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

As previously reported, on March 19, 2012, WMIH Corp. (formerly known as WMI Holdings Corp. and Washington Mutual, Inc. (the “Company”)) issued $20 million aggregate principal amount of its 13% Senior Second Lien Notes due 2030 (the “Second Lien Notes”) under an indenture, dated as of March 19, 2012, as amended by the First Supplemental Indenture, dated as of May 11, 2015 (the “Second Lien Indenture”), between the Company and Law Debenture Trust Company of New York, as Trustee. On January 5, 2017, we were notified by the Trustee that Delaware Trust Company had become the successor trustee under the Second Lien Indenture. Under the Second Lien Indenture, the Company is required to provide, to the holders of the Second Lien Notes, unaudited monthly financial statements with respect to WM Mortgage Reinsurance Company, Inc., the Company’s subsidiary. The unaudited financial statements for WM Mortgage Reinsurance Company, Inc., as of and for the month ended March 31, 2017, are attached to this Form 8-K as Exhibit 99.1.

Cautionary Statement Regarding Forward-Looking Statements

This Form 8-K and the exhibits include forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact included in this report 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. 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. 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 we 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 we do 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 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:

Exhibit

Number

 

Description

99.1

 

Unaudited condensed balance sheet and condensed statement of operations of WM Mortgage Reinsurance Company, Inc. as of and for the month ended March 31, 2017.

 

2


 

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: May 8, 2017

 

By:

/s/ Charles Edward Smith

 

 

 

Name:   Charles Edward Smith

 

 

 

Title:   Executive Vice President

 

 

3


 

EXHIBIT INDEX

 

Exhibit

Number

 

Description

99.1

 

Unaudited condensed balance sheet and condensed statement of operations of WM Mortgage Reinsurance Company, Inc. as of and for the month ended March 31, 2017.

 

4

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Section 2: EX-99.1 (EX-99.1)

wmih-ex991_6.htm

Exhibit 99.1

WM MORTGAGE REINSURANCE COMPANY, INC.

UNAUDITED CONDENSED BALANCE SHEET

AS OF MARCH 31, 2017

(in thousands, except share data)

 

 

ASSETS

 

Investments held in trust, at fair value:

 

 

 

Fixed-maturity securities

$

27,158

 

Cash equivalents held in trust

 

3,205

 

Total investments held in trust

 

30,363

 

Cash and cash equivalents

 

433

 

Fixed-maturity securities, at fair value

 

2,135

 

Accrued investment income

 

204

 

Premiums receivable

 

140

 

Total assets

$

33,275

 

 

 

 

 

LIABILITIES AND STOCKHOLDER’S EQUITY

 

Liabilities:

 

 

 

Losses and loss adjustment expenses

$

202

 

Unearned premiums

 

45

 

Accrued ceding commission expense

 

16

 

Other liabilities

 

186

 

Total liabilities

 

449

 

Stockholder’s equity:

 

 

 

Common stock, $1 par value; 1,000 shares issued and outstanding

 

1

 

Additional paid-in capital

 

69,879

 

Retained deficit

 

(37,054

)

Total stockholder’s equity

 

32,826

 

Total liabilities and stockholder’s equity

$

33,275

 

 


WM MORTGAGE REINSURANCE COMPANY, INC.

UNAUDITED CONDENSED STATEMENT OF OPERATIONS

FOR THE MONTH ENDED MARCH 31, 2017

(in thousands)

 

Revenues:

 

 

 

Premiums earned

$

134

 

Net investment income

 

29

 

Total revenues

 

163

 

Expenses:

 

 

 

Underwriting expense

 

24

 

General and administrative expenses

 

201

 

Total expenses

 

225

 

Loss before federal income taxes

 

(62

)

Federal income tax expense

 

 

Net loss

$

(62

)

 

 

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