By Caroline Salls
Pittsburgh, March 26 - WMI Holdings Corp., formerly known as Washington Mutual, Inc., issued $110 million of its 13% senior first-lien notes due 2030 and $20 million of its 13% senior second-lien notes due 2030 on March 19, according to an 8-K filed Monday with the Securities and Exchange Commission.
The company said the runoff notes will mature on March 19, 2030, and WMI will pay interest on the notes on March 1, June 1, September 1 and December 1 of each year, beginning on June 1.
In connection with the 13% notes indentures, the company also entered into a pledge and security agreement in favor of the collateral agent for the benefit of the first-lien secured parties, second-lien secured parties and third-lien secured parties to grant a security interest on runoff proceeds distributions it receives and the equity interests in, and assets of, either WM Mortgage Reinsurance Co., Inc. or another entity that holds WM Mortgage Reinsurance's existing portfolio of assets.
WMI can redeem some or all of the runoff notes at any time at a redemption price of 100% of the principal amount of the notes redeemed, plus accrued interest to the redemption date.
Financing agreement
In addition, WMI Holdings and wholly owned subsidiary WMI Investment Corp. have entered into a financing agreement with lender agent U.S. Bank NA to finance the company's working capital and general corporate purposes as well as permitted acquisitions and permitted originations.
The financing agreement is a senior secured multi-draw term loan with a 41/2-year or five-year maturity and a total original principal amount not to exceed $125 million.
The loan will be made available in three tranches, including a $25 million tranche A credit facility and a $100 million tranche B credit facility.
According to the 8-K, WMI issued a total of 200 million shares of new common stock on the effective date of Washington Mutual's plan of reorganization to holders of allowed claims against or former equity interests in the debtors and a disputed equity escrow administered by the liquidating trustee.
Board, officer changes
As of the plan effective date, Alan Fishman, Stephen Frank, Phillip Matthews, Michael K. Murphy, Regina T. Montoya, Margaret Osmer McQuade, William G. Reed, Jr., Orin Smith and James H. Stever resigned as directors of the company, and Fishman, Frank, Osmer McQuade and Stever ceased to be members of the operations committee, which was dissolved.
Also, Fishman resigned as the company's chief executive officer, Robert Williams resigned as president, William Kosturos resigned as chief restructuring officer, and John Maciel resigned as chief financial officer.
Charles Edward Smith has been appointed as the interim CEO. Smith also currently holds the titles of president, interim chief legal officer, secretary and executive vice president.
Additionally, Eugene Davis, Timothy R. Graham, Diane B. Glossman, Mark Holliday, Michael Renoff, Steven D. Scheiwe and Michael Willingham became directors of the company as of the plan effective date. Willingham has been elected as chairman of the board.
Washington Mutual, a Seattle-based savings and loan holding company, emerged from bankruptcy on March 19.
| Issuer: | WMI Holdings Corp.
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| Maturity: | March 19, 2020
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| Interest: | 13%
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| Issuance date: | March 19
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| Senior first-lien notes
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| Amount: | $110 million
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| Senior second-lien notes
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| Amount: | $20 million
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