UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): January 31, 2018
WMIH Corp.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
001-14667 |
91-1653725 |
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(State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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FIFTH AVENUE PLAZA 800 FIFTH AVENUE, SUITE 4100 SEATTLE, WASHINGTON |
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98104 |
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(Address of Principal Executive Offices) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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.
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Item 9.01 |
Financial Statements and Exhibits. |
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
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.
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WMIH CORP. |
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(Registrant) |
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Date: February 1, 2018 |
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By: |
/s/ Timothy F. Jaeger |
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Name: Timothy F. Jaeger |
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Title: Interim Chief Financial Officer |
Exhibit 10.1
Transition Services Ag reement
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
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, 18 th 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 31 st day of January, 2018.
WMI LIQUIDATING TRUST
By:
/s/ Charles Edward Smith
Name: Charles Edward Smith
Title: Executive Vice President & General Counsel
WMIH Corp
By:
/s/ Timothy F. Jaeger
Name: Timothy F. Jaeger
Title: Interim Chief Financial Officer
Liquidating Trust Services
Chad Smith
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Work with external WMIH legal counsel on various WMIH legal issues |
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Prepare for, and participate in, WMIH Board of Director and Committee Meetings |
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Work with WMIH personnel and outside counsel and consultants to identify and analyze strategic opportunities |
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Supervise, coordinate and assist with WMIH SEC compliance matters |
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Other matters as determined in consultation with WMIH Chairman |
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Interact with WMIH auditors, as necessary |
Doreen Logan
HR Support
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Payroll processing, including review of time, payroll journal entries, payroll funding |
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Managing Branch Richards relationship (or any other payroll processing service used) |
Accounting
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General ledger set-up and management on Quickbooks |
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Posting transactions to general ledger |
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Preparation of monthly consolidation (e.g. 4-column) for submission to the CFO |
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General ledger management, research, reconciliations and monthly binder – all overseen and directed by WMIH CFO |
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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
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Preparation and filing of monthly B&O Tax return with Washington Department of Revenue |
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Preparation and filing of City of Seattle tax return on required basis (e.g. monthly, quarterly, annually). |
Banking and Accounts Payable Oversight
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Complete set-up of bank accounts, oversight and preparation of wire transfer process and check writing |
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Cash management / treasury management – management of online access to WMIH bank(s) |
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Bank account management and reconciliation; submission of reconciliation to management for review and approval |
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Check run preparation and oversight; submit to senior management and/or Audit Committee Chairman for review and approval |
SOX Testing and Review; External Auditors
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Assist WMIH personnel, consultants and auditors with SOX testing |
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Implement controls as directed by WMIH employees and consultants to ensure WMIH is SOX compliant |
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Provide information to external auditors, as requested by WMIH employees or consultants |
Curt Brouwer
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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
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Assist with providing reports to WMIH Board and Board Committees |
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Assist in creation, coordination and assembly of materials for WMIH Board meetings |
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Work with counsel to submit annual Board questionnaires to WMIH Board members |
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Maintain official corporate records |
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Ensure any upcoming state filings are complete and paid, if necessary |
Litigation Support
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Process and coordinate review of Service of Process requests |
Accounts Payable
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Accounts payable, including invoice tracking and invoice approvals |
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Participate in check runs by writing checks and reporting checks written to Controller |
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Ordering checks from the bank and maintaining check stock in locked drawer |
Helen Grayson
Administrative Services
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Compile documents and coordinate document signature requests |
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Coordinate facility requests (repair services, building announcements, etc.) |
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Order supplies, as necessary |
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Process expense reports, as needed |
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Book travel itineraries for employees, consultants and/or board, as requested |
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Handle incoming and outgoing mail and Fedex and USPS shipments |
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Assist with setting up and sending out meeting invoices; sending WMIH Board meeting invites to appropriate personnel |
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Coordinate WMIH annual meetings working with management, outside counsel and event coordinators |
Accounts Payable
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Mail checks issued in check runs |
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Assist with verifying accuracy of invoices received (Fedex, rent, etc.) |
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Maintain employee and board member files |
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Distribute pay advices to employees |
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Submit state and federal employee tax correspondence to Branch Richards (or other payroll processing service used) |
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Maintain records of quarterly payroll tax filings submitted by Branch Richards (or other payroll processing service used) |
Monthly Employee Rates – WMI Liquidating Trust
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Employee |
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Maximum Hours Allocation |
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2017 Rate |
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2018 Rate |
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2019 Rate |
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2020 Rate |
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2021 Rate |
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Chad Smith |
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40 |
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$ 458.17 |
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$ 474.21 |
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$ 490.80 |
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$ 507.98 |
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$ 525.76 |
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Doreen Logan |
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40 |
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$ 265.25 |
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$ 274.53 |
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$ 284.14 |
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$ 294.09 |
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$ 304.38 |
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Curt Brouwer |
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10 |
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$ 475.00 |
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$ 475.00 |
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$ 475.00 |
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$ 475.00 |
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$ 475.00 |
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Yana Soriano |
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40 |
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$ 70.59 |
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$ 73.06 |
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$ 75.62 |
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$ 78.26 |
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$ 81.00 |
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Helen Grayson |
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40 |
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$ 55.01 |
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$ 56.94 |
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$ 58.93 |
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$ 60.99 |
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$ 63.13 |
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Employee Overhead Charge per hour |
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$ 20.14 |
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$ 20.84 |
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$ 21.57 |
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$ 22.33 |
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$ 23.11 |
Monthly Overhead Expense
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Overhead |
Vendor |
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June 2015 Revision |
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January 2018 Revision |
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Cell Phones |
AT&T Mobility |
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$ 150.00 |
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$ 150.00 |
No change |
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Network System and Support |
Z7 Networks |
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$ 3,984.00 |
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$ 5,447.26 |
50% allocation of Z7 costs |
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Copier/Printer Lease |
AGI Lease |
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$ 388.00 |
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$ 450.00 |
50% of AGI lease cost/support for copiers |
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Supplies |
Various |
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$ 75.00 |
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$ 75.00 |
Paper and other office supplies |
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$ 4,597.00 |
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$ 6,122.26 |
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Total monthly change from prior agreement: |
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$ 1,525.26 |
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