Entry into a Material Definitive Agreement, Termination of a Material Definiti
Item 1.01. Entry into a Material Definitive Agreement
Effective on October 2, 2012, WM Mortgage Reinsurance Company, Inc. ("WMMRC"), a wholly-owned subsidiary of WMI Holdings Corp. (the "Company"), and PMI Mortgage Insurance Company ("PMI") agreed to the commutation or termination of the trust identified as the "Reinsurance Escrow Agreement among WM Mortgage Reinsurance Co. PMI Mortgage Insurance Company and US Bank (Acct. No. x 6404)" (the "Trust Account") in the Indentures (as defined below) and the related agreements (the "Commutation"). The Commutation was (i) approved by the Hawaiian Division of Insurance and the Maricopa County, Arizona, Superior Court in CV 2011-018944 (the "Receivership Court") and (ii) consented to by the First Indenture Trustee (as defined below), the Second Indenture Trustee (as defined below) and the Lenders and Agent under the Financing Agreement dated March 19, 2012 (the "Financing Agreement"). The "Indentures" mean: (a) the Senior First Lien Notes Indenture dated as of March 19, 2012 by and between the Company and Wilmington Trust, National Association, as trustee ("First Indenture Trustee") (the "First Lien Indenture") and (b) the Senior Second Lien Notes Indenture dated as of March 19, 2012 by and between the Company and Law Debenture Trust Company of New York, as Trustee ("Second Indenture Trustee") (the "Second Lien Indenture").
To effectuate the Commutation, WMMRC entered into a Commutation and Release Agreement with PMI, dated July 17, 2012 (the "Commutation Agreement," a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference) and in accordance with that agreement, PMI will be paid $49 million in cash and WMMRC will be paid all cash and assets remaining in the Trust Account after the payment to PMI and each party will be released from certain liabilities. As of the date of this Form 8-K, it is expected that WMMRC will receive approximately $30.7 million (the "WMMRC Amount") from the Commutation.
Following the Commutation, the WMMRC Amount will be deposited into WMMRC's custodial account and WMMRC will request from the Hawaiian Division of Insurance approval to declare a dividend or distribution of all or a portion of the WMMRC Amount to the Company; provided, that there is no assurance that the Hawaiian Division of Insurance will approve any such dividend or distribution. If the Hawaiian Division of Insurance approves such a dividend or distribution, the Company will deposit such dividend or distribution to the extent constituting Runoff Proceeds (as defined in the Indentures) directly into the Collateral Account (as defined in the Indenture) for distribution to the note holders in accordance with the Indentures.
The Commutation Agreement became effective on October 2, 2012 upon the completion of the following events: (v) the receiver appointed by the Receivership Court approved the Commutation; (w) the Company entered into a Limited Waiver Agreement with the First Indenture Trustee (a copy of which is attached as Exhibit 10.2 and is incorporated herein by reference) in order to permit the Commutation under the terms of the First Lien Indenture; (x) the Company entered into a Limited Waiver Agreement with the Second Indenture Trustee (a copy of which is attached as Exhibit 10.3 and is incorporated herein by reference) in order to permit the Commutation under the terms of the Second Lien Indenture; (y) the Company received a Consent from the Lenders and Agent under the Financing Agreement (a copy of which is attached as Exhibit 10.4 and is incorporated herein by reference) in order to permit the Commutation under the Financing Agreement; and (z) WMI Liquidating Trust, the holder of at least two-thirds in aggregate principal amount of the notes outstanding under both Indentures, consented to both limited waiver agreements.
The limited waiver agreements provide for a waiver of (i) a covenant that prohibits the Company and WMMRC from transferring certain assets from the Trusts for the limited purpose of allowing the Company and WMMRC to consummate the Commutation; and (ii) any Default or Event of Default (as such terms are defined under the Indentures) as a result of consummating the Commutation. The limited waiver agreements do not waive any other provisions of the Indentures.
http://biz.yahoo.com/e/121009/wmih8-k.html
COMMUTATION AND RELEASE AGREEMENT
http://sec.gov/Archives/edgar/data/933136/...418661/d421010dex101.htm
LIMITED WAIVER AGREEMENT WITH FIRST INDENTURE TRUSTEE DATED OCTOBER 2, 2012
http://sec.gov/Archives/edgar/data/933136/...418661/d421010dex102.htm
LIMITED WAIVER AGREEMENT WITH SECOND INDENTURE TRUSTEE DATED OCTOBER 2, 2012
http://sec.gov/Archives/edgar/data/933136/...418661/d421010dex103.htm
CONSENT, DATED SEPTEMBER 24, 2012
http://sec.gov/Archives/edgar/data/933136/...418661/d421010dex104.htm |
Thread abonnieren
