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): December 11, 2014
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.) |
||
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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)
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 December 11, 2014, WMI Holdings Corp. (the “Company”) and WMI Liquidating Trust (the “Trust”) entered into Amendment No. 2 to Transition Services Agreement (the “Amendment”) that amended and supplemented certain provisions of the Transition Services Agreement originally entered into on March 23, 2012 (as amended by the Amendment No. 1 to Transition Services Agreement, dated September 24, 2012, the “TSA”). The Amendment was primarily a result of the new Office Lease, dated December 14, 2014 (the “New Lease”), entered into by and between the Trust and 1201 TAB Owner, LLC, as landlord. Pursuant to the Amendment:
| • | the Company will be liable for 50% of the rent under the New Lease, until the earlier to occur of (x) the Company notifying the Trust on or after April 30, 2015 that it no longer requires office space from the Trust, and (y) the New Lease being terminated in accordance with its terms; |
| • | the Company will pay new rates and other charges for services of the Trust and its employees under the TSA; and |
| • | the Company will no longer be required to provide any services to the Trust under the TSA. |
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. 2 to Transition Services Agreement | |
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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.
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WMI HOLDINGS CORP. (Registrant) |
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| Date: December 16, 2014 | By: |
/s/ Charles Edward Smith |
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| Name: Charles Edward Smith | ||||||
| Title: Interim Chief Executive Officer | ||||||
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Exhibit 10.1
Amendment No. 2 to
Transition Services Agreement
Reference is made to that certain Transition Services Agreement, dated as of March 22, 2012 (as amended, the “TSA”), entered into by and between WMI Liquidating Trust (the “Trust”) and WMI Holdings Corp. (“WMIHC”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the TSA.
The Trust and WMIHC hereby agree to amend and supplement the TSA as follows:
Section 1 . Office Space Arrangements .
| (a) | Reference is made to that certain Office Lease dated as of December 14, 2014 (the “New Lease”) entered into by and between the Trust and 1201 TAB Owner, LLC (“Landlord”). |
| (b) | Anything in the TSA to the contrary notwithstanding, from and after December 14, 2014, the commencement date of the New Lease, until the earlier to occur of (x) WMIHC notifying the Trust, in accordance with the notice provisions set forth in Section 10.9 of the TSA, that WMIHC no longer requires office space from the Trust (subject to the last sentence of this paragraph set forth below) and (y) the New Lease being terminated in accordance with its terms (either event constituting a “Lease Termination”), WMIHC shall be liable for fifty percent (50%) of the Rent (as such term is defined in the New Lease) payable under the New Lease. For the avoidance of doubt, the first year of the New Lease contemplates an aggregate annual rental rate of $38/square foot (plus building overhead expenses) totaling $377,526.00, subject to annual adjustment in accordance with the terms of the New Lease. As a result, WMIHC’s annual share of the Rent associated with the New Lease for the first year of the New Lease is expected to total $188,763; provided, that such amount may be more if and to the extent WMIHC personnel request additional services under the New Lease. The Trust agrees that such allocation will be reduced ratably to the extent the New Lease is terminated early. WMIHC agrees that it shall not submit to the Trust a notice of Lease Termination prior to April 30, 2015. |
Section 2 . Hourly Rates and Other Adjustments .
| (a) | Section 4.1(ii) of the TSA shall be amended by deleting the words “office space” in the first sentence thereof. |
| (b) | The parties agree that each of 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 , respectively, attached hereto. The new rates and other charges reflected on such new Schedule D or new Schedule E , as the case may be, shall go into effect January 1, 2015; provided, that charges for office space under the New Lease shall go into effect December 14, 2014. |
| (c) | The parties agree that the services to be provided by WMIHC pursuant to Section 2.1(b) are no longer needed by the Trust and Schedule B is hereby deleted in its entirety and shall have no further force or effect. |
Section 3 . Miscellaneous .
The parties agree that unless otherwise specified herein, this Amendment No. 2 (the “Amendment”) to the TSA is to be given effect as and from December 14, 2014. Except as expressly amended and supplemented hereby
and as amended by Amendment No. 1, the parties agree that all terms and conditions in the TSA shall remain unchanged and shall be given 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 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 11 th day of December, 2014.
| WMI LIQUIDATING TRUST | ||
| By: |
/s/ Charles Edward Smith |
|
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Name: |
Charles Edward Smith |
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Title: |
Executive Vice President & General Counsel | |
| WMI HOLDINGS CORP. | ||
| By: |
/s/ Timothy Jaeger |
|
| Name: | Timothy Jaeger | |
| Title: | Interim Chief Financial Officer | |
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