WMI Holdings Corp.
To our shareholders:
Over the last year, the Board of Directors and management of WMI Holdings Corp. continued to focus on our
primary strategic objective of identifying, considering and evaluating potential mergers, acquisitions, business
combinations and other strategic opportunities. As you know, the Company has not yet consummated a
transaction, but identifying viable strategic opportunities remains the key focus of the Board of Directors and
management.
During 2014, we significantly improved the Company’s capital structure. These efforts included an $11 million
investment by KKR & Co. L.P. and affiliates in January 2014 and we were pleased to announce in December the
sale of 600,000 shares of a newly created series of convertible preferred stock designated as 3.00% Series B
Convertible Preferred Stock. This offering, which included an anchor investment by an affiliate of KKR and
raised $600 million in gross proceeds for the Company, provides the Company with additional capital to explore
and fund, in whole or in part, acquisitions. We believe having this additional capital should enhance the
Company’s ability to execute on its strategic objectives as we continue to explore acquisition opportunities.
As part of the offering of the Series B Convertible Preferred Stock, we also announced that, upon approval of our
shareholders, the Company intends, among other things, to reincorporate as a Delaware corporation and expand
the membership of our Board of Directors. Such expansion will include adding two representatives from KKR.
KKR’s global network of relationships, deep expertise in transaction execution, portfolio management, capitalraising
and operational improvement should augment our ability to execute on our acquisition strategy. Upon
reincorporation we also will be adding two executive directors – William Gallagher and Thomas Fairfield – to the
Board of Directors. Messrs. Gallagher and Fairfield will dedicate their efforts on behalf of the Company to
developing and executing on the Company’s acquisition strategy. We believe these actions, taken together, will
enhance our ability to build shareholder value.
During 2014, management achieved significant financial savings in our capital structure, specifically as it relates
to the Company’s debt profile. Of particular importance, during 2014, we reduced the $110 million original
principal amount of Senior First Lien Runoff Notes from approximately $80.6 million to $3.0 million and we
expect to payoff all of the Senior First Lien Runoff Notes on or about April 15, 2015. Since emerging from the
Company’s Chapter 11 proceedings, the reduction of outstanding principal on Senior First Lien Runoff Notes has
resulted in significant interest expense savings for the Company totaling approximately $18 million. And, for the
second consecutive year, the Company has realized an operating profit. The operating profit for the year ended
December 31, 2014 totaled $3.1 million as compared to an operating profit of $0.3 million for the year ended
December 31, 2013.
In closing, the Company’s transition to a robust platform for delivering significant shareholder value is ongoing.
We believe the actions we have taken, and will continue to take, underscore our continuing commitment to
achieving the Company’s strategic objectives and we thank you for your ongoing support.
Sincerely,
Michael Willingham, Chairman
Charles Edward Smith, Interim CEO & Secretary
WMI Holdings Corp. WMI Holdings Corp.
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This was included in the shareholder meeting email I just received
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