Mr Cooper Group Inc (COOP)

[ItsMyOption]

Form 10-K/A WMIH CORP. For: Dec 31
10K WIZARD 3:12 PM ET 4/30/2018
http://archive.fast-edgar.com/20180430/AP2ZB22DZZ2RD2Z2229P22XNNBKMZZ22XSA2


Filed on: April 30, 2018
EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment”) amends the Annual Report on Form 10-K of WMIH Corp., a Delaware corporation (the “Company”, “WMIH”, “we”, “our” or “us”) for the year ended December 31, 2017, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 2, 2018 (the “Original Filing”).

This Amendment is being filed for the purpose of providing the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the above-referenced Items to be incorporated in an annual report on Form 10-K by reference from a definitive proxy statement, if such definitive proxy statement is filed no later than 120 days after the registrant’s fiscal year end.

On February 12, 2018, WMIH, Wand Merger Corporation, a Delaware corporation and wholly-owned subsidiary of WMIH, and Nationstar Mortgage Holdings Inc., a Delaware corporation (“Nationstar”), entered into an Agreement and Plan of Merger, pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, Wand Merger Corporation will merge with and into Nationstar (the “Merger”), with Nationstar continuing as the surviving corporation and a wholly-owned subsidiary of WMIH. The Merger is expected to close in the second half of 2018, subject to approval by WMIH’s and Nationstar’s shareholders and other customary closing conditions, including the receipt of required regulatory approvals. For further information, see the Company’s Registration Statement on Form S-4 filed on March 23, 2018.

Given the expected timing for the closing of the Merger, we are filing this Amendment to include Part III information because WMIH no longer intends to file a definitive proxy statement within 120 days of December 31, 2017, the end of our fiscal year. Except as otherwise specifically defined herein, all defined terms used in this Amendment shall have the same meaning as in the Original Filing.

In accordance with Rule 12b-15 under the Exchange Act, Items 10 through 14 of Part III of the Original Filing are hereby amended and restated in their entirety. Pursuant to Rule 12b-15 under the Exchange Act, currently-dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer are filed as Exhibits to this Amendment, as required by Section 302 of the Sarbanes-Oxley Act of 2002.

Except as described above, no other changes have been made to the Original Filing. Except as otherwise indicated herein, this Amendment continues to speak as of the date of the Original Filing, and WMIH has not updated the disclosures contained in the Original Filing to reflect any events that occurred subsequent to the date thereof. The disclosures contained in the Original Filing are provided as of the date of such disclosures.


TABLE OF CONTENTS

PART III

Item 10. Directors, Executive Officers and Corporate Governance 3
Item 11. Executive Compensation 7
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 18
Item 13. Certain Relationships and Related Transactions and Director Independence 22
Item 14. Principal Accounting Fees and Services