0001140361-18-030984.txt : 20180702
0001140361-18-030984.hdr.sgml : 20180702
20180702181756
ACCESSION NUMBER: 0001140361-18-030984
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180701
FILED AS OF DATE: 20180702
DATE AS OF CHANGE: 20180702
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: 18934258
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: 18934259
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
2018-07-01
true
0000933136
WMIH CORP.
WMIH
0001472695
KKR Group 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
Series A Convertible Preferred Stock
1.1
2018-07-01
4
J
0
10065629
0
D
Common Stock
10065629
0
I
See Footnotes
Series B Convertible Preferred Stock
1.35
2018-07-01
4
J
0
200000
0
D
Common Stock
148148148
0
I
See Footnotes
Warrants
1.32
2018-07-01
4
J
0
30700000
0
D
2019-01-30
Common Stock
30700000
0
I
See Footnotes
Warrants
1.43
2018-07-01
4
J
0
30700000
0
D
2019-01-30
Common Stock
30700000
0
I
See Footnotes
Pursuant to an internal reorganization in connection with the conversion of KKR & Co. L.P., a Delaware limited partnership, into a Delaware corporation named KKR & Co. Inc., which became effective on July 1, 2018, KKR & Co. L.P. contributed all of its interests in two wholly-owned subsidiaries, KKR Group Holdings L.P. and KKR Group Limited, to a newly formed and wholly-owned subsidiary, KKR Group Holdings Corp., and KKR Group Holdings L.P. and KKR Group Limited were liquidated. KKR Group Holdings L.P. and KKR Group Limited are filing this "exit" Form 4 to report that they are no longer beneficial owners of securities of WMIH Corp. (the "Issuer"). KKR Group Holdings Corp. is separately filing a Form 3 to report beneficial ownership of securities of the Issuer in connection with the above reorganization. This internal reorganization did not involve any purchase or sale of securities of the Issuer.
The Series A Convertible Preferred Stock is immediately convertible.
These securities are held directly by KKR Wand Holdings Corporation. The sole directors and holders of voting stock of KKR Wand Holdings Corporation are Christopher Harrington and Tagar Olson, each of which is an executive of Kohlberg Kravis Roberts & Co. L.P., which is an affiliate of KKR Fund Holdings L.P. KKR Fund Holdings L.P. owns 100% of the economic interest in KKR Wand Holdings Corporation.
The holder of the 5.00% Series B Convertible Preferred Stock ("5% Series B Preferred Stock") has no optional right to convert the 5% Series B Preferred Stock into common stock of the Issuer ("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 Corporation. The sole directors and holders of voting stock of KKR Wand Investors Corporation are Christopher Harrington and Tagar Olson, each of which is an executive of Kohlberg Kravis Roberts & Co. L.P., which is an affiliate of KKR Fund Holdings L.P. KKR Wand Investors L.P. owns 100% of the economic interest in KKR Wand Investors Corporation. 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.
The warrants are immediately exercisable.
KKR Fund Holdings GP Limited is a general partner KKR Fund Holdings L.P. Prior to the reorganization, KKR Group Holdings L.P. was the general partner of KKR Fund Holdings L.P. and the sole shareholder of KKR Fund Holdings GP Limited and KKR Group Limited was the general partner of KKR Group Holdings L.P.
Each of the Reporting Persons may have been deemed to be the beneficial owner of all or a portion of the securities reported herein. 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 engaged in any transactions subject to Section 16 of the Securities Exchange Act of 1934 or are or were 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 GROUP LIMITED By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director
2018-07-02
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
2018-07-02