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Section 1: 8-K (8-K)

wmih-8k_20171003.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): October 3, 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. 

 

 

 


 

Item 8.01 Other Events

 

WMIH Corp. (the "Company"), today announced it has fully redeemed the Company's 13% Senior Second Lien Notes due in 2030 (the "Second Lien Notes") issued under the Senior Second Lien Notes Indenture (the "Indenture"), dated as of March 19, 2012, by and between WMIH Corp., successor to WMI Holdings Corp., and Delaware Trust Company, successor to The Law Debenture Trust Company of New York, as trustee. The remaining principal amount of the Second Lien Notes totaled $18,226,500.00. The Company’s press release announcing the redemption of the Senior Second Lien Notes is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Number

Exhibit

 

 

 

 

99.1

Press Release dated October 3, 2017.

 

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.

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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: October 3, 2017

 

By:

/s/ Charles Edward Smith

 

 

 

Name:   Charles Edward Smith

 

 

 

Title:   Executive Vice President

 

 

 

 

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Section 2: EX-99.1 (EX-99.1)

wmih-ex991_6.htm

Exhibit 99.1

 

For Immediate Release

 

WMIH Corp. Announces Redemption Of Senior Second Lien Runoff Note

 

SEATTLE, Oct. 3, 2017 /PRNewswire/ -- WMIH Corp. (Nasdaq: WMIH) (the "Company"), today announced it has fully redeemed the Company's 13% Senior Second Lien Notes due in 2030 (the "Second Lien Notes") issued under the Senior Second Lien Notes Indenture (the "Indenture"), dated as of March 19, 2012, by and between WMIH Corp., successor to WMI Holdings Corp., and Delaware Trust Company, successor to The Law Debenture Trust Company of New York, as trustee. The remaining principal amount of the Second Lien Notes totaled $18,226,500.00. The Company used a combination of Runoff Proceeds (as that term is defined in the Indenture) and unrestricted corporate cash to fund the redemption. As a result of the redemption, the Indenture will be satisfied and discharged, and the liens secured thereby will be released, as provided under the terms of the Indenture. The Company has redeemed in full and ahead of schedule all of the runoff notes it issued in connection with emerging from its bankruptcy proceedings in March 2012.

This press release contains "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, as amended. All statements other than statements of historical fact included in this press release 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. Some of these risks are identified and discussed under "Risk Factors" in the Company's most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Report on Form 8-K. 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.

 

CONTACT
Helen Grayson
206-922-2957

 

 

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