0001140361-18-001472.txt : 20180109
0001140361-18-001472.hdr.sgml : 20180109
20180109170238
ACCESSION NUMBER: 0001140361-18-001472
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180105
FILED AS OF DATE: 20180109
DATE AS OF CHANGE: 20180109
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KRAVIS HENRY R
CENTRAL INDEX KEY: 0001081714
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14667
FILM NUMBER: 18519668
MAIL ADDRESS:
STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO
STREET 2: 9 WEST 57TH ST
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ROBERTS GEORGE R
CENTRAL INDEX KEY: 0001081715
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14667
FILM NUMBER: 18519667
MAIL ADDRESS:
STREET 1: 2800 SAND HILL ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KKR Fund Holdings L.P.
CENTRAL INDEX KEY: 0001472698
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14667
FILM NUMBER: 18519674
BUSINESS ADDRESS:
STREET 1: 9 WEST 57TH STREET 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-230-9742
MAIL ADDRESS:
STREET 1: 9 WEST 57TH STREET 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KKR Management LLC
CENTRAL INDEX KEY: 0001472694
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14667
FILM NUMBER: 18519669
BUSINESS ADDRESS:
STREET 1: 9 WEST 57TH STREET 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-230-9742
MAIL ADDRESS:
STREET 1: 9 WEST 57TH STREET 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KKR & Co. L.P.
CENTRAL INDEX KEY: 0001404912
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14667
FILM NUMBER: 18519670
BUSINESS ADDRESS:
STREET 1: 9 WEST 57TH STREET
STREET 2: SUITE 4200
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-750-8300
MAIL ADDRESS:
STREET 1: 9 WEST 57TH STREET
STREET 2: SUITE 4200
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KKR Fund Holdings GP Ltd
CENTRAL INDEX KEY: 0001472697
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14667
FILM NUMBER: 18519673
BUSINESS ADDRESS:
STREET 1: 9 WEST 57TH STREET 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-230-9742
MAIL ADDRESS:
STREET 1: 9 WEST 57TH STREET 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KKR Group Holdings L.P.
CENTRAL INDEX KEY: 0001472696
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14667
FILM NUMBER: 18519672
BUSINESS ADDRESS:
STREET 1: 9 WEST 57TH STREET 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-230-9742
MAIL ADDRESS:
STREET 1: 9 WEST 57TH STREET 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KKR Group Ltd
CENTRAL INDEX KEY: 0001472695
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14667
FILM NUMBER: 18519671
BUSINESS ADDRESS:
STREET 1: 9 WEST 57TH STREET 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-230-9742
MAIL ADDRESS:
STREET 1: 9 WEST 57TH STREET 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: WMIH CORP.
CENTRAL INDEX KEY: 0000933136
STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199]
IRS NUMBER: 911653725
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 800 FIFTH AVENUE
STREET 2: SUITE 4100
CITY: SEATTLE
STATE: WA
ZIP: 98104
BUSINESS PHONE: 206-922-2957
MAIL ADDRESS:
STREET 1: 800 FIFTH AVENUE
STREET 2: SUITE 4100
CITY: SEATTLE
STATE: WA
ZIP: 98104
FORMER COMPANY:
FORMER CONFORMED NAME: WMI HOLDINGS CORP.
DATE OF NAME CHANGE: 20120320
FORMER COMPANY:
FORMER CONFORMED NAME: WASHINGTON MUTUAL, INC
DATE OF NAME CHANGE: 20061017
FORMER COMPANY:
FORMER CONFORMED NAME: WASHINGTON MUTUAL INC
DATE OF NAME CHANGE: 19941123
4
1
form4.xml
FORM 4
X0306
4
2018-01-05
0000933136
WMIH CORP.
WMIH
0001472698
KKR Fund Holdings L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
true
0001472697
KKR Fund Holdings GP Ltd
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
true
0001472696
KKR Group Holdings L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
true
0001472695
KKR Group Ltd
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
true
0001404912
KKR & Co. L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
true
0001472694
KKR Management LLC
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
true
0001081714
KRAVIS HENRY R
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
true
0001081715
ROBERTS GEORGE R
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
2800 SAND HILL ROAD, SUITE 200
MENLO PARK
CA
94025
true
Series B Convertible Preferred Stock
2.25
2018-01-05
4
J
0
200000
1000
D
Common Stock
88888888
0
I
See Footnotes
Series B Convertible Preferred Stock
1.35
2018-01-05
4
J
0
200000
1000
A
Common Stock
148148148
200000
I
See Footnotes
KKR Wand Investors L.P. initially acquired the 3.00% Series B Convertible Preferred Stock ("3% Series B Preferred Stock") on January 5, 2015. The terms of the 3% Series B Preferred Stock were amended and restated as 5.00% Series B Convertible Preferred Stock ("5% Series B Preferred Stock"), effective as of January 5, 2018. The two reported transactions reflect the amendment of the terms of the 3% Series B Preferred Stock, which may be deemed to result in the cancellation of the "old" 3% Series B Preferred Stock and the issuance of "new" 5% Series B Preferred Stock.
The holder of the 3% Series B Preferred Stock had no optional right to convert the 3% Series B Preferred Stock into common stock of the Issuer ("Common Stock"). All or a portion of the 3% Series B Preferred Stock would automatically convert into Common Stock on each date that the Issuer closed certain acquisitions described in the Certificate of Designations establishing the terms of the 3% Series B Preferred Stock. In the event of an automatic conversion, the 3% Series B Preferred Stock would convert into a number of shares of Common Stock equal to the $1,000 liquidation preference amount divided by a conversion price equal to the lesser of: (a) $2.25, and (b) the average of daily volume weighted average prices of the Common Stock during the 20 trading day period ending on the trading day immediately preceding the public announcement by the Issuer that it has entered into a definitive agreement for such acquisition, subject to a floor of $1.75 per share.
The 3% Series B Preferred Stock could be converted automatically until January 5, 2018, unless extended pursuant to the terms thereof. If all of the Series B Preferred Stock were converted at the floor price, the amount of shares of Common Stock issuable to the Reporting Persons would be 114,285,714 shares.
The holder of the 5% Series B Preferred Stock has no optional right to convert the 5% Series B Preferred Stock into Common Stock. All or a portion of the 5% Series B Preferred Stock automatically converts into Common Stock on each date that the Issuer closes certain acquisitions described in the amendment to the Issuer's Amended and Restated Certificate of Incorporation, which established the terms of the 5% Series B Preferred Stock. In the event of an automatic conversion, the 5% Series B Preferred Stock shall convert into a number of shares of Common Stock equal to the $1,000 liquidation preference amount divided by the fixed conversion price of $1.35 per share. The 5% Series B Preferred Stock may be converted automatically until October 5, 2019, except in certain circumstances, such period may be extended pursuant to the terms thereof.
Represents securities held by KKR Wand Investors L.P. KKR Wand GP LLC is the general partner of KKR Wand Investors L.P. KKR Wand GP LLC is a wholly-owned subsidiary of KKR Fund Holdings L.P.
KKR Fund Holdings GP Limited is a general partner KKR Fund Holdings L.P. KKR Group Holdings L.P. is the sole shareholder of KKR Fund Holdings GP Limited and a general partner of KKR Fund Holdings L.P. KKR Group Limited is the general partner of KKR Group Holdings L.P. KKR & Co. L.P. is the sole shareholder of KKR Group Limited. KKR Management LLC is the general partner of KKR & Co. L.P. Messrs. Henry R. Kravis and George R. Roberts are the designated members of KKR Management LLC.
Each of KKR Fund Holdings L.P., KKR Fund Holdings GP Limited, KKR Group Holdings L.P., KKR Group Limited, KKR & Co. L.P., KKR Management LLC, and Messrs. Kravis and Roberts may be deemed to be the beneficial owner of the securities held by KKR Wand Investors L.P. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein, and the Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
KKR FUND HOLDINGS L.P. By: KKR Fund Holdings GP Limited, a general partner, By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director
2018-01-09
KKR FUND HOLDINGS GP LIMITED By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director
2018-01-09
KKR GROUP HOLDINGS L.P. By: KKR Group Limited, its general partner, By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director
2018-01-09
KKR GROUP LIMITED By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director
2018-01-09
KKR & CO. L.P. By: KKR Management LLC, its general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer
2018-01-09
KKR MANAGEMENT LLC By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer
2018-01-09
HENRY R. KRAVIS By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact
2018-01-09
GEORGE R. ROBERTS By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact
2018-01-09