Toggle SGML Header (+)

Section 1: 8-K (8-K)















Date of report (Date of earliest event reported): January 31, 2018


WMIH Corp.

(Exact Name of Registrant as Specified in Its Charter)






(State or other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)









(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 1 – Registrant’s Business and Operations


Item 1.01 Entry into a Material Definitive Agreement.

Amendment No. 4 to Transition Services Agreement

On January 31, 2018, WMIH Corp. (the “Company”) and WMI Liquidating Trust (the “Trust”) entered into an Amendment No. 4 (the “Amendment”) to the Transition Services Agreement entered into by and between the Company (formerly WMI Holdings Corp.) and the Trust on March 22, 2012 (as amended by Amendment No. 1 to the Transition Services Agreement, dated September 24, 2012; Amendment No. 2 to the Transition Services Agreement, dated December 11, 2014; and Amendment No. 3 to the Transition Services Agreement, dated November 18, 2016 (the “TSA”)). The Amendment updates the services provided by the Trust to the Company under the TSA and the rates charged for these services.  The Amendment extends the current 3.5% annual increase in hourly rates and related overhead charged by the Trust through 2021 and increases the allocation of shared overhead expense for IT maintenance and support resulting in an increase of $1,525.26 per month to account for the increased usage of this service by the Company and the cost of services charged by third-party vendors.

A copy of the Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.



Item 9.01

Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.






Amendment No. 4 to the Transition Services Agreement, dated as of January 31, 2018, entered into by and between WMIH Corp. and WMI Liquidating Trust.


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.




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.












Date: February 1, 2018



/s/ Timothy F. Jaeger




Name:   Timothy F. Jaeger




Title:   Interim Chief Financial Officer



(Back To Top)

Section 2: EX-10.1 (EX-10.1)


Exhibit 10.1


Amendment No. 4 to

Transition Services Agreement

Reference is made to that certain Transition Services Agreement, dated as of March 22, 2012 (as amended, modified or supplemented prior to the date hereof, the “TSA”), entered into by and between WMI Liquidating Trust (the “Trust”) and WMIH Corp. (formerly known as WMI Holdings Corp., “WMIH”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the TSA.


The Trust and WMIH hereby agree to amend and supplement the TSA as follows:

Section 1.  Services to be Provided.


The parties agree that Schedule A to the TSA shall be amended and restated in its entirety with the new form of Schedule A, attached hereto.  


Section 2.  Hourly Rates and other Adjustments.


The parties agree that Schedule D and Schedule E to the TSA shall be amended and restated in their entirety with the new forms of Schedule D and Schedule E, attached hereto. The new rates reflected on such new Schedule D, shall be given effect as if entered into as of January 1, 2018.  The revised overhead calculation in Schedule E shall be given effect as of February 1, 2018.  


Section 3.  Notices


The parties agree that Section 10.9 of the TSA shall be amended and supplemented with the following updates to the information pertaining to the respective parties as follows:


If to WMIH Corp:


800 Fifth Avenue, Suite 4100

Seattle, WA  98104

Attn:  Chad Smith and Peter Struck

Telephone: (206) 922-2963

Fax No:  (206) 922-2995


with a copy (which shall not constitute effective notice) to:


Lane Powell

601 SW Second Avenue, Suite 2100

Portland, OR  97204-3158

Attn:  Jeff Bird

Telephone:  (503) 778-2173

Fax No.:  (503) 778-2200





If to WMI Liquidating Trust:


800 Fifth Avenue, Suite 4100

Seattle, WA  98104

Attn:  William Kosturos

Fax No.:  (206) 922-2994


with a copy (which shall not constitute effective notice) to:


Alvarez & Marsal

425 Market Street, 18th Floor

San Francisco, CA  94105

Attn:  William C. Kosturos

Fax No.:  (415) 837-1684


Section 4. Miscellaneous.


Except as expressly amended and supplemented hereby (and as previously amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 to the TSA), the parties agree that all terms and conditions of the TSA shall remain unchanged and are hereby ratified, confirmed and remain in full force and effect.  This Amendment No. 4 (the “Amendment”) shall be governed by the law of the State of Washington. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same instrument.  Delivery of an executed counterpart of a signature page to this Amendment by facsimile or electronic mail shall be effective delivery of a manually executed counterpart to this Amendment.


IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by its officers thereunto duly authorized as of this 31st day of January, 2018.





By: /s/ Charles Edward Smith
Name:  Charles Edward Smith

Title:  Executive Vice President & General Counsel





By: /s/ Timothy F. Jaeger
Name:  Timothy F. Jaeger

Title:  Interim Chief Financial Officer






Schedule A


Liquidating Trust Services



Chad Smith



Work with external WMIH legal counsel on various WMIH legal issues


Prepare for, and participate in, WMIH Board of Director and Committee Meetings


Work with WMIH personnel and outside counsel and consultants to identify and analyze strategic opportunities


Supervise, coordinate and assist with WMIH SEC compliance matters


Other matters as determined in consultation with WMIH Chairman


Interact with WMIH auditors, as necessary


Doreen Logan


HR Support


Payroll processing, including review of time, payroll journal entries, payroll funding


Managing Branch Richards relationship (or any other payroll processing service used)




General ledger set-up and management on Quickbooks


Posting transactions to general ledger


Preparation of monthly consolidation (e.g. 4-column) for submission to the CFO


General ledger management, research, reconciliations and monthly binder – all overseen and directed by WMIH CFO


Create and manage vendor file for Accounts Payable and annual tax information reporting – 1099s, etc; submission of 1099 for review; submission of 1099 for filing


State and Local Taxes


Preparation and filing of monthly B&O Tax return with Washington Department of Revenue


Preparation and filing of City of Seattle tax return on required basis (e.g. monthly, quarterly, annually).  


Banking and Accounts Payable Oversight


Complete set-up of bank accounts, oversight and preparation of wire transfer process and check writing


Cash management / treasury management – management of online access to WMIH bank(s)


Bank account management and reconciliation; submission of reconciliation to management for review and approval


Check run preparation and oversight; submit to senior management and/or Audit Committee Chairman for review and approval





SOX Testing and Review; External Auditors


Assist WMIH personnel, consultants and auditors with SOX testing


Implement controls as directed by WMIH employees and consultants to ensure WMIH is SOX compliant


Provide information to external auditors, as requested by WMIH employees or consultants


Curt Brouwer



Provide tax consulting services specific to legacy WMI tax issues including stock basis, NOLs, etc. or other issues that may arise during strategic opportunity discussions with outside counsel and consultants of WMIH


Yana Soriano


Corporate Governance and Board Support


Assist with providing reports to WMIH Board and Board Committees


Assist in creation, coordination and assembly of materials for WMIH Board meetings


Work with counsel to submit annual Board questionnaires to WMIH Board members


Maintain official corporate records


Ensure any upcoming state filings are complete and paid, if necessary


Litigation Support


Process and coordinate review of Service of Process requests


Accounts Payable


Accounts payable, including invoice tracking and invoice approvals


Participate in check runs by writing checks and reporting checks written to Controller


Ordering checks from the bank and maintaining check stock in locked drawer


Helen Grayson


Administrative Services


Compile documents and coordinate document signature requests


Coordinate facility requests (repair services, building announcements, etc.)


Order supplies, as necessary


Process expense reports, as needed


Book travel itineraries for employees, consultants and/or board, as requested


Handle incoming and outgoing mail and Fedex and USPS shipments


Assist with setting up and sending out meeting invoices; sending WMIH Board meeting invites to appropriate personnel


Coordinate WMIH annual meetings working with management, outside counsel and event coordinators


Accounts Payable


Mail checks issued in check runs


Assist with verifying accuracy of invoices received (Fedex, rent, etc.)





HR Support


Maintain employee and board member files


Distribute pay advices to employees


Submit state and federal employee tax correspondence to Branch Richards (or other payroll processing service used)


Maintain records of quarterly payroll tax filings submitted by Branch Richards (or other payroll processing service used)





Schedule D


Monthly Employee Rates – WMI Liquidating Trust





Maximum Hours Allocation


2017 Rate


2018 Rate


2019 Rate


2020 Rate


2021 Rate

Chad Smith




$           458.17


$           474.21


$           490.80


$           507.98


$              525.76

Doreen Logan




$           265.25


$           274.53


$           284.14


$           294.09


$              304.38

Curt Brouwer




$           475.00


$           475.00


$           475.00


$           475.00


$              475.00

Yana Soriano




$             70.59


$              73.06


$              75.62


$             78.26


$                81.00

Helen Grayson




$             55.01


$              56.94


$              58.93


$             60.99


$                63.13














Employee Overhead Charge per hour




$             20.14


$              20.84


$              21.57


$             22.33


$                23.11








Schedule E


Monthly Overhead Expense






June 2015 Revision


January 2018 Revision


Cell Phones

AT&T Mobility


$         150.00


$          150.00

No change

Network System and Support

Z7 Networks


$      3,984.00


$      5,447.26

50% allocation of Z7 costs

Copier/Printer Lease

AGI Lease


$         388.00


$          450.00

50% of AGI lease cost/support for copiers




$           75.00


$            75.00

Paper and other office supplies




$      4,597.00


$      6,122.26


Total monthly change from prior agreement:




$      1,525.26








(Back To Top)