UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): September 24, 2012

 

 

WMI Holdings Corp.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Washington   001-14667   91-1653725

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1201 THIRD AVENUE, SUITE 3000

SEATTLE, WASHINGTON

  98101
(Address of Principal Executive Offices)   (Zip Code)

(206) 432-8887

(Registrant’s Telephone Number, Including Area Code)

Washington Mutual, Inc.

(Former Name or Former Address, if Changed Since Last Report)

 

 

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))

 

 

 

Item 1.01. Entry into a Material Definitive Agreement

Transition Services Agreement

On September 24, 2012, WMI Holdings Corp. and WMI Liquidating Trust (the “Trust”) entered into Amendment No. 1 to Transition Services Agreement (the “ Amendment ”) that amended and restated certain provisions of the Transition Services Agreement originally entered into on March 23, 2012 (the “ TSA ”). Pursuant to the Amendment, the term of the TSA was extended through March 31, 2013 and automatically renews for successive additional three-month terms unless earlier terminated by either party upon at least 30 days written notice prior to the expiration of the term. The Amendment also deletes in its entirety the first “bullet” under the General Services section of Schedule B to the TSA. As a result of this deletion, WMI no longer is required to provide access to the “WMI benefits (Employee Plans) contract” for Trust employees. 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.

 

(d) Exhibits:

 

10.1    Amendment No. 1 to Transition Services Agreement.

 

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.

 

   

WMI HOLDINGS CORP.

(Registrant)

Date: September 26, 2012     By:  

/s/ Charles Edward Smith

      Name:   Charles Edward Smith
      Title:   Interim Chief Executive Officer

 

3

EXHIBIT INDEX

 

10.1    Amendment No. 1 to Transition Services Agreement.

 

4

Exhibit 10.1

Amendment No. 1 to

Transition Services Agreement

Reference is made to that certain Transition Services Agreement dated as of March 22, 2012 (the “Agreement), entered into by and between WMI Holdings Corp. (the “Company”) and WMI Liquidating Trust (the “Trust”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Agreement.

The Company and the Trust hereby agree to amend and restate Section 9.1 of the Agreement in its entirety to read as follows:

“Section 9.1. Term of Agreement . Except as otherwise provided in Schedules A or B, this Agreement shall become effective, and each Service shall commence, on the Effective Date, and this Agreement shall remain in force, and each Service shall continue, until March 31, 2013 (the “Term”). Upon the expiration of the Term, this Agreement will automatically renew for successive additional terms of three (3) months each (each a “Three-Month Extension”) unless notice of non-renewal is given in writing by either party to the other party at least thirty (30) days prior to the expiration of the Term or any Three Month Extension, or unless otherwise earlier terminated as provided in this Article IX or extended by the parties in writing.”

The parties also agree to amend Schedule B to the Agreement by deleting in its entirety the first “bullet” under “General Services”. As a result of the foregoing, the parties agree and acknowledge that the Trust’s personnel no longer use or require access to the “WMI benefits (Employee Plans) contract” as contemplated by such bullet.

The parties agree that this Amendment shall be given effect as and from September 18, 2012. Except as amended as set forth in this Amendment, the parties agree that the Agreement shall remain unchanged and otherwise in full force and effect. This 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 agreement. 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 of this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by its officers thereunto duly authorized as of the day and year first written above.

 

WMI LIQUIDATING TRUST
By:  

/s/ Charles Edward Smith

Name:   Charles Edward Smith
Title:   General Counsel

WMI HOLDINGS CORP.
By:  

/s/ Michael Willingham

Name:   Michael Willingham
Title:   Chairman