WMIH Corp. (NASDAQ:WMIH) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On December8, 2017, holders of 308,731, or approximately 51%, of the 600,000 issued and outstanding shares of Series B Preferred Stock, which constitutes more than a majority of the voting power of the outstanding Series B Preferred Stock, approved the Charter Amendment referred to in Item 1.01 and Item 1.01 by written consent in lieu of a meeting of such stockholders in accordance with Delaware law, the Company’s Existing Charter and the Company’s Amended and Restated Bylaws.
| Item 1.01 | Regulation FD Dislcosure. |
Attached as Exhibit 99.1 and Exhibit 99.2, respectively, and furnished for purposes of Regulation FD, is the Non-Binding WMIH Corp. Term Sheet and the Investor Presentation, each of which was used by the Company and its financial advisors in connection with discussions with certain holders of Series B Preferred Stock relating to consents obtained to approve the Charter Amendment.
On December11, 2017, the Company issued a press release announcing the Charter Amendment which is filed as Exhibit 99.3.
Forward-Looking Statements
This Current Report on Form 8-K (“Current Report”), including the exhibits filed or furnished with this Current Report, may include forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, Section27A of the Securities Act, and Section21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact included in this Current Report that address activities, events, conditions or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements give the Company’s current expectations and projections relating to the its 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. Certain of these risks are identified and discussed in the Company’s Form 10-K for the year ended December31, 2016 under Risk Factors in Part I, Item1A. 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 the Company believes 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 the Company will 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 SEC.
| Item 1.01 | Financial Statements and Exhibits. |
|
Number |
Exhibit |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of WMIH Corp., dated December8, 2017. |
| 10.1 | Form of First Amendment to that certain Registration Rights Agreement, dated January 5, 2015, among the Company, Citigroup Global Markets Inc., and KKR Capital Markets LLC (incorporated by reference to Exhibit D of Exhibit 99.1 to the Form 8-K filed on December 11, 2017 by WMIH Corp. (SEC File No.001-14667)). |
| 10.2 | Amendment No.2 to that certain Escrow Agreement, dated January5, 2015, by and between the Company and Citibank, N.A., as escrow agent. |
| 10.3 | Letter Agreement dated December8, 2017, by and among the Company, KKR Fund Holdings L.P. and KKR Wand Investors L.P. |
| 99.1 | Non-Binding WMIH Corp. Term Sheet: Summary of Terms of Amended Series B Preferred Stock. |
| 99.2 | WMIH Corp. Investor Presentation. |
| 99.3 | Press Release, dated December11, 2017. |
WMIH CORP. ExhibitEX-3.1 2 d504414dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WMIH CORP. WMIH Corp. (the Corporation),…To view the full exhibit click here