WMI HOLDINGS CORP. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Bankruptcy or Receivership, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in F

Item 1.01 Entry into a Material Definitive Agreement

Runoff Notes and Pledge and Security Agreement

On March 19, 2012, WMI Holdings Corp. (formerly known as Washington Mutual, Inc. (the "Company" or "WMI")) issued $110 million aggregate principal amount of its 13% Senior First Lien Notes due 2030 (the "First Lien Notes") under an indenture, dated as of March 19, 2012 (the "First Lien Indenture"), between the Company and Wilmington Trust, National Association, as Trustee (the "First Lien Trustee"). Additionally, the Company issued $20 million aggregate principal amount of its 13% Senior Second Lien Notes due 2030 (the "Second Lien Notes" and, together with the First Lien Notes, the "Runoff Notes") under an indenture, dated as of March 19, 2012 (the "Second Lien Indenture" and, together with the First Lien Indenture, the "Indentures"), between the Company and Law Debenture Trust Company of New York, as Trustee (the "Second Lien Trustee" and, together with the First Lien Trustee, the "Trustees").

The Runoff Notes will mature on March 19, 2030. The Company will pay interest on the Runoff Notes on March 1, June 1, September 1 and December 1 of each year, commencing on June 1, 2012. Interest on the Runoff Notes will accrue at a rate of 13% per annum.

In connection with the Indentures, the Company also entered into that certain Pledge and Security Agreement (the "Indenture Pledge and Security Agreement") by the Company in favor of the Collateral Agent (as defined therein) for the benefit of the First Lien Secured Parties (as defined therein), the Second Lien Secured Parties (as defined therein) and the Third Lien Secured Parties (as defined therein) in order to grant a security interest on distributions it receives of Runoff Proceeds (as defined within the Indentures) and the equity interests in, and assets of, either WM Mortgage Reinsurance Company, Inc., a Hawaii corporation and direct wholly-owned subsidiary of the Company ("WMMRC"), or such other entity as holds WMMRC's existing portfolio of assets, to the extent a lien has been granted therein (with any such lien subject to regulatory approval). A copy of the Pledge and Security Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Security. The Runoff Notes are secured by, and have a specified priority in right of payment in, (a) a securities or deposit account into which the Company will deposit distributions it receives of Runoff Proceeds (as defined within the Indentures) (the "Collateral Account") and (b) the equity interests in, and assets of, either WMMRC, or such other entity as holds WMMRC's existing portfolio of assets, to the extent a lien has been granted therein (with any such lien subject to regulatory approval). Interest Payments. The Company will, and will cause WMMRC to, deposit all distributions, dividends or other receipts in respect of Runoff Proceeds (as . . .

Item 1.02 Termination of a Material Definitive Agreement

On the Effective Date, in accordance with the Plan, the Company terminated the following material agreements:

Indentures· Indenture, dated as of April 30, 2001, as supplemented by that certain First

Supplemental Indenture, dated as of April 30, 2001, between WMI and The Bank

of New York Mellon Trust Company, N.A., as Trustee.

· Senior Debt Securities Indenture, dated as of August 10, 1999, as supplemented

   by that certain First Supplemental Indenture and Second Supplemental    Indenture, dated as of August 1, 2002 and November 20, 2002, respectively,    between WMI and The Bank of New York Mellon Trust Company, N.A., as Trustee.                                            4

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· Subordinated Debt Securities Indenture, dated as of April 4, 2000, as

   supplemented by that certain First Supplemental Indenture and Second    Supplemental Indenture, dated as of August 1, 2002 and March 16, 2004,    respectively, between WMI and The Bank of New York Mellon Trust Company, N.A.,    as Trustee.    Deferred Compensation Plans  

· Washington Mutual, Inc. Supplemental Executive Retirement Accumulation Plan,

amended and restated effective January 1, 2004, as amended.

· Washington Mutual, Inc. Deferred Compensation Plan, amended and restated

effective July 20, 2004, as amended.

· Washington Mutual, Inc. Executive Target Retirement Income Plan, effective

January 1, 2004, as amended.

Equity Securities

On the Effective Date, pursuant to the Plan and the Confirmation Order (as defined in Item 1.03 hereof), all equity interests in the Company, including common stock and any options, warrants, calls, subscriptions or other similar rights or other agreements, commitments or outstanding securities obligations, were cancelled and extinguished.

Item 1.03 Bankruptcy or Receivership

Effective Date of Chapter 11 Plan

As previously disclosed, on September 26, 2008, the Debtors filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the "Court") (Case No.08-12229 (MFW)).

On December 12, 2011, the Debtors filed with the Court the Seventh Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code (the "Filed Plan") and a related disclosure statement (the "Disclosure Statement"). The Filed Plan was subsequently modified by the Modification of Seventh Amended Plan dated January 9, 2012, the Second Modification of Seventh Amended Plan dated January 12, 2012, and the Third Modification of Seventh Amended Plan dated February 16, 2012 (collectively, the "Modifications").

On February 24, 2012, the Court entered an order (the "Confirmation Order") confirming the Filed Plan as modified by the Modifications (the "Plan"). Copies of the Plan, the Disclosure Statement and the Confirmation Order were attached as Exhibits 2.1, 2.2 and 2.3, respectively, to the Current Report on Form 8-K that WMI filed with the Securities and Exchange Commission (the "SEC") on March 1, 2012, and are incorporated herein by reference. Unless otherwise specified in this Current Report on Form 8-K, capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

On March 16, 2012, as permitted by the orders of the Court authorizing (but not requiring) the abandonment of their equity interests in the outstanding stock of Washington Mutual Bank ("WMB"), and pursuant to the notice filed with the Court on March 16, 2012, WMI and its chapter 11 estate abandoned their equity interests in the outstanding stock of WMB and surrendered all right, title and interest to such stock. A copy of the Notice of Abandonment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On March 19, 2012 (the "Effective Date"), the Plan became effective and a notice of the Effective Date of the Plan (the "Notice of Effective Date") was filed with the Court. A copy of the Notice of Effective Date is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Conditions Precedent to Effective Date

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The occurrence of the Effective Date was subject to satisfaction or waiver of the following conditions precedent: (i) satisfaction of certain conditions set forth in the Second Amended and Restated Settlement Agreement, dated as of February 7, 2011, (ii) the clerk of the Court shall have entered the Confirmation Order, and the Confirmation Order shall have become a final order, and (iii) all other actions and documents necessary to implement the Plan shall have been effected or executed. Each of the foregoing conditions to the . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities

The Articles, which became effective on the Effective Date, authorize the Company to issue up to 500,000,000 shares of New Common Stock and up to 5,000,000 shares of preferred stock, each with a par value of $0.00001 per share.

On or shortly after the Effective Date pursuant to the Plan, the Company issued (i) a total of 200,000,000 shares of New Common Stock to (A) holders of certain allowed claims against, or former equity interests in, the Debtors, and (B) a disputed equity escrow that is administered by the Liquidating Trustee, and (ii) the Runoff Notes pursuant to the terms of the Indentures as discussed further under Item 1.01 of this Current Report on Form 8-K.

As set forth in the Disclosure Statement, the Company relied on Section 1145 of the Bankruptcy Code to issue the New Common Stock and the Runoff Notes described above. Section 1145(a)(1) exempts the offer and sale of securities under a plan of reorganization from registration under Section 5 of the Securities Act of 1933, as amended, and state laws if three principal requirements are satisfied: · the securities must be issued under a plan of reorganization by the debtor,

its successor under a plan or an affiliate participating in a joint plan of

reorganization with the debtor;

· the recipients of the securities must hold a claim against, an interest in, or

a claim for administrative expense in the case concerning the debtor or such

affiliate; and

· the securities must be issued either (i) in exchange for the recipient's claim

   against, interest in or claim for administrative expense in the case    concerning the debtor or such affiliate or (ii) "principally" in such exchange    and "partly" for cash or property.  

Item 3.03 Material Modification to Rights of Security Holders

On the Effective Date, all Common Equity Interests and Preferred Equity Interests of the Company were cancelled and extinguished and on or shortly after the Effective Date a total of 200,000,000 shares of New Common Stock were issued pursuant to the Plan to (i) holders of certain allowed claims against, or former equity interests in, the Debtors,, and (ii) the disputed claims reserve that is administered by the Liquidating Trustee pursuant to the terms of the Plan. In total, the Company has 500,000,000 authorized shares of New Common Stock and 5,000,000 authorized shares of preferred stock, each with a par value of $0.00001 per share.

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The information regarding the amendments to the Articles and the Company's Amended and Restated Bylaws set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant

The information regarding the cancellation of the Common Equity Interests and Preferred Equity Interests and the issuance of New Common Stock set forth above in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

In addition, as discussed under Item 5.02 of this Current Report on Form 8-K, the composition of the Company's board of directors as of the Effective Date is substantially different than the composition of the Company's board of directors immediately prior to the Effective Date.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(a) As of the time the Plan became effective on the Effective Date, Alan Fishman, Stephen Frank, Phillip Matthews, Michael K. Murphy, Regina T. Montoya, Margaret Osmer McQuade, William G. Reed, Jr., Orin Smith and James H. Stever resigned as directors of the Company pursuant to the Plan. At the time of their resignations, Alan Fishman, Stephen Frank, Margaret Osmer McQuade and James Stever ceased to be members of the Company's Operations Committee, which was dissolved as of the time the Plan became effective on the Effective Date.

(b) As of the time the Plan became effective on the Effective Date, Alan Fishman, the Company's chief executive officer, Robert Williams, the Company's president, William Kosturos, the Company's chief restructuring officer and John Maciel, the Company's chief financial officer, each resigned from any and all positions they held with the Company.

(c) On the Effective Date, the Company appointed Charles Edward Smith as the Company's Interim Chief Executive Officer. In addition, Mr. Smith currently holds the titles of President, Interim Chief Legal Officer, Secretary and Executive Vice President. On the Effective Date, Mr. Smith, age 42, also became an employee and officer of WMI Liquidating Trust (described above). Prior to the Effective Date and since November 2008, Mr. Smith served as an officer of the company, and since February 2009, as the general counsel, executive vice president and secretary of the Company. From November 2002 to September 2008, Mr. Smith was employed by WMB, a savings and loan association that was a wholly-owned subsidiary of the Company until March 16, 2012, serving as assistant general counsel and team lead-corporate finance for part of that time. In September 2008, following the Office of Thrift Supervision's closure of WMB, the receivership of WMB by the Federal Deposit Insurance Company, and the eventual sale of substantially all of the assets of WMB to JPMorgan Chase Bank, N.A. ("JPMC"), a banking and financial services company, Mr. Smith became an employee of JPMC from September 2008 to November 2008. Pursuant to the currently contemplated terms of the Transition Services Agreement, as disclosed in Item 1.01 of this Current Report on Form 8-K, the Company will reimburse WMI Liquidating Trust for a portion of Mr. Smith's compensation from WMI Liquidating Trust in return for up to 40 hours per month of Mr. Smith's services as an executive with the Company.

(d) As of the effective time of the Plan on the Effective Date, Eugene Davis, Timothy R. Graham, Diane B. Glossman, Mark Holliday, Michael Renoff, Steven D. Scheiwe and became directors of the Company pursuant to the terms of the Plan (the "New Board of Directors"). On the Effective Date, the New Board of Directors elected Mr. Willingham as Chairman of the New Board of Directors. Also on the Effective Date, the New Board of Directors established an audit committee comprised of Mark Holliday, Steven D. Scheiwe and Michael Willingham, a compensation committee comprised of Eugene Davis, Steven D. Scheiwe and Timothy R. Graham, and a corporate strategy and development committee comprised of Diane Glossman, Eugene Davis, Timothy R. Graham and Michael Renoff. Pursuant to the Plan, the lenders party to the Financing Agreement selected Mr. Davis to the New

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Board of Directors, while the Equity Committee selected the remaining directors. The Equity Committee selected Mr. Renoff pursuant to the TPS Stipulation (as defined in the Confirmation Order).

(e) At a board meeting following the Effective Date, the following committees were created and comprised of the following members: · Audit committee: Mark Holliday, Steven D. Scheiwe and Michael Willingham

· Compensation Committee: Eugene Davis, Steven D. Scheiwe and Timothy R. Graham

· Corporate Strategy and Development Committee: Diane B. Glossman, Eugene Davis,

Timothy R. Graham and Michael Renoff

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Pursuant to the Plan, on March 19, 2012, the Company filed the Articles with the Secretary of State of the State of Washington to effect certain changes to the structure of the Company as contemplated by the Plan. The Articles amended and restated in their entirety the articles of incorporation, as amended, of the Company in effect prior to the Effective Date. Also pursuant to the Plan and on the same date, the Company adopted the Amended and Restated Bylaws of the Company (the "Bylaws") to implement changes to the governance of the Company as contemplated by the Plan. The Bylaws amended and restated in their entirety the bylaws, as amended, of the Company in effect prior to the Effective Date. Some of the material differences between the Articles and Bylaws and the articles of incorporation, as amended, and bylaws, as amended, of the Company in effect immediately prior to the Effective Date are as follows: · The number of directors that shall constitute the entire board was reduced to

   seven (7), one (1) of whom must be approved and recommended by the Required    Lenders, as defined in the Financing Agreement, for as long as the Financing    Agreement is in effect or any obligations remain outstanding thereunder.  

· Article VI of the Articles contains certain restrictions on any person owning

   or that would own at least 4.75% of the issued and outstanding New Common    Stock (as more fully defined in the Articles, a "Substantial Holder"). No    person may become a Substantial Holder, and a Substantial Holder is not    permitted to increase or decrease its shareholdings without the consent of the    Company's board of directors.  

· The affirmative vote of the holders of at least eighty percent (80%) of the

   voting power of the issued and outstanding shares of common stock and the    issued and outstanding shares of preferred stock, if any, entitled to vote    generally with the common stock on all matters on which the holders of common    stock are entitled to vote, voting together as a class, is required to adopt    any provision inconsistent with, or to amend or repeal any provision of,    Articles VIII (Liability of Directors), IX (Amendment) or X (Business    Opportunities), of the Articles.   

The Articles and Bylaws are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K and the exhibits hereto contain certain statements that may be deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on the Company's current plans, expectations, estimates and management's beliefs about the Company's future performance. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates" or variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to risks and uncertainties that are difficult to predict and which may cause the Company's actual results and performance to differ materially from those expressed or forecasted in any such forward-looking statements. These risks include, among other factors, changes in business, economic and market conditions, changes in government regulation, and changes in the competitive environment in which the Company operates. After the Effective Date, some of the risks that are associated with WMI Holdings Corp. include, but are not limited to, the following: (i) WMI Holdings Corp. does not currently intend to have any of its securities listed on an exchange or a national market and, therefore, its common stock may have less liquidity than exchange-traded

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securities; (ii) transfers of the common stock of WMI Holdings Corp. will be subject to certain transfer restrictions as set forth in the Articles; (iii) there is no guarantee that WMI Holdings Corp. will be able to successfully utilize the net operating losses that will be retained by WMI Holdings Corp. after the Effective Date; and (iv) WMI Holdings Corp. may need to seek regulatory approval from the Hawaii State Insurance Commissioner from time to time with respect to certain aspects of WMMRC's operations. After the Effective Date, some of the risks that are associated with the Runoff Notes include, but are not limited to, the following: (i) holders of the Runoff Notes will have no other recourse against WMI Holdings Corp. or its subsidiaries for payments due on the Runoff Notes, and there can be no assurance that the Runoff Proceeds and other recourse assets will be sufficient in amount to cause any unpaid interest and the outstanding principal amount of the Runoff Notes to be paid in full; (ii) the Runoff Notes will not be guaranteed by any current or future subsidiaries of WMI Holdings Corp., including WMMRC, and will be effectively subordinate to the liabilities of WMMRC; and (iii) WMI Holdings Corp. does not currently intend to have the Runoff Notes listed on an exchange or a national market and, therefore, the Runoff Notes may have less liquidity than exchange-traded securities. Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements. However, readers should carefully review the statements set forth in the reports, which the Company files from time to time with the Securities and Exchange Commission, particularly its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 3.1     Amended and Restated Articles of Incorporation of         WMI Holdings Corp., dated March 19, 2012.  3.2     Amended and Restated Bylaws of WMI Holdings Corp.,         dated March 19, 2012.  4.1     First Lien Indenture, dated March 19, 2012.  4.2     Second Lien Indenture, dated March 19, 2012.  10.1    Financing Agreement, dated March 19, 2012, by and         among WMI Holdings Corp., as borrower, certain         lenders party thereto, and US Bank National         Association as agent for the lenders.  10.2    Pledge and Security Agreement, dated March 19, 2012,         by and among WMI Holdings Corp., Wilmington Trust,         National Association, Law Debenture Trust Company of         New York and U.S. Bank National Association.  10.3    Pledge and Security Agreement, dated March 19, 2012,         by and among WMI Holdings Corp., WMI Investment         Corp. and US Bank National Association.  10.4    Intercreditor Agreement, dated March 19, 2012, by         and among Wilmington Trust, National Association,         Law Debenture Trust Company of New York, and U.S.         Bank National Association.  10.5    Employment Agreement, dated March 22, 2012, by and         between WMI Holdings Corp. and Weijia "Vicky" Wu.  10.6    Employment Agreement, dated March 22, 2012, by and         between WMI Holdings Corp. and Peter Struck.  10.7    Transition Services Agreement, dated March 23, 2012,         by and between WMI Holdings Corp. and the         Liquidating Trust.  10.8    Form of Indemnification Agreement.                                              10

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     99.1    Notice of Abandonment of Equity Interests in         Washington Mutual Bank, dated March 16, 2012.  99.2    Notice of Effective Date, dated March 19, 2012,         filed with the United States Bankruptcy Court for         the District of Delaware.  99.3    Summary of Certain Distributions.  99.4    Press Release issued March 19, 2012.                                                                    11

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