SEATTLE, Jan. 5, 2018 /PRNewswire/ -- WMIH Corp.
(Nasdaq: WMIH) (the "Company") today announced that the amendment
(the "Amendment") to its Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") filed with the
Secretary of State of Delaware on
December 8, 2017 became effective as
of 12:00 a.m., New York City time, on January 5, 2018. As previously disclosed,
the material terms of the Amendment are as follows:
- The Mandatory Redemption Date of the Series B Preferred Stock
is October 5, 2019, subject to a
six-month extension under certain circumstances (rather than
January 5, 2018);
- The Conversion Price is fixed at $1.35 per share of Common Stock (rather than a
floating conversion price of $1.75 to
$2.25 per share);
- Holders of Series B Preferred Stock shall be entitled to
receive, when, as, and if declared by the Board of Directors of the
Company, a semi-annual 5.00% Common Stock dividend on and after
12:00 a.m., New York City time, January 5, 2018, the
Amendment Effective Date (rather than a quarterly 3.00% cash
dividend); and
- A special distribution of 19.04762 shares of Common Stock per
share of Series B Preferred Stock as a result of the consummation
of an Acquisition or Qualified Acquisition, as the case may
be.
Beginning January 5, 2018, the
CUSIP for the 5.00% Series B Convertible Preferred Stock is
92936P308 (rather than 92936P209 for the 3.00% Series B Convertible
Preferred Stock). Instructions for actions to be taken
by the holders of the Series B Preferred Stock will be transmitted
through DTC. Holders should contact their brokers, banks or
intermediaries and reference CUSIP No. 92936P209 in order to
complete the registration of the 5.00% Series B Convertible
Preferred Stock in their name. Capitalized terms used herein and
not otherwise defined have the meanings ascribed thereto in the
Amendment.
This press release may include forward-looking statements,
within the meaning of the Private Securities Litigation Reform Act
of 1995, Section 27A of the Securities Act, and Section 21E of the
Securities Exchange Act of 1934. All statements other than
statements of historical fact included in this press release 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
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 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.
CONTACT
Helen
Grayson
206-922-2957
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SOURCE WMIH Corp.