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Notes Payable
3 Months Ended
Mar. 31, 2013
Debt Disclosure [Abstract]  
Notes Payable

Note 9: Notes Payable

On the Effective Date, WMIHC issued $110.0 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 WMIHC and Wilmington Trust, National Association, as Trustee. Additionally, WMIHC issued $20.0 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 WMIHC and Law Debenture Trust Company of New York, as Trustee. The Runoff Notes are scheduled to mature on March 19, 2030 and pay interest quarterly.

The Runoff Notes are secured by, and have a specified priority in right of payment in, (a) a securities or deposit account into which WMIHC 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 (or may hold in the future) WMMRC’s existing portfolio of assets, to the extent a lien has been granted therein (with any such lien subject to regulatory approval). No such regulatory approval has been obtained as of the date on which these audited financial statements are being published.

WMIHC will, and has agreed to cause WMMRC to, deposit all distributions, dividends or other receipts in respect of Runoff Proceeds Distributions (as defined in the Indentures) on the date paid to WMIHC in the Collateral Account established in accordance with the terms of the Indentures. On any interest payment date, payments are made from the Collateral Account and from any other Runoff Proceeds Distributions in the priority set forth in the Indentures. The obligations created by the Runoff Notes are nonrecourse to WMIHC (except for certain actions for specific performance) and, except in certain limited circumstances as more fully described in Section 7.16 of the Indentures with respect to Runoff Proceeds Distributions in the Collateral Account or for failure to comply with certain specified covenants relating to (i) the deposit of Runoff Proceeds in the Collateral Account, (ii) payment of Runoff Proceeds in the Collateral Account in accordance with the order of priority established in the Indentures, (iii) failure to seek to obtain the appropriate regulatory approval to permit the dividend of Runoff Proceeds to WMIHC and (iv) the failure to cause WMMRC to deposit Runoff Proceeds into a segregated account.

In connection with certain interest payments due and payable in respect of the First Lien Notes, WMIHC elected, consistent with the terms of the Indentures, to issue PIK Notes (as defined in the Indentures) in lieu of making such interest payment in cash when no cash was available. In connection with all interest payments due and payable in respect of the Second Lien Runoff Notes since inception, WMIHC elected, consistent with the terms of the Indentures, to issue PIK Notes (as defined in the Indentures) in lieu of making such interest payment in cash. Since the issuance of the Indentures through March 31, 2013 $7.4 million in interest payments on the First Lien Notes were paid in cash. The aggregate face amount of PIK Notes issued and outstanding as of March 31, 2013 and December 31, 2012 totals approximately $9.0 million and $8.3 million. Outstanding amounts under these notes totaled approximately $115.7 million and $136.3 million as of March 31, 2013 and December 31, 2012. Approximately $21.3 million and $2.0 million of First Lien Notes principal was paid during the three months ended March 31, 2013 and the year ended December 31, 2012. Interest on First Lien Notes paid in cash totaled approximately $3.7 million, $0.0 million and $3.7 million during the three months ended March 31, 2013 and 2012 and the year ended December 31, 2012 respectively.

Outstanding amounts under the First Lien Notes and Second Lien Notes totaled $115.7 million as of March 31, 2013 and $136.3 million as of December 31, 2012. Principal payments totaled $21.3 million and $2.0 million for the periods ended March 31, 2013 and December 31, 2012 respectively. At March 31, 2013 and December 31, 2012 $0.0 million and $25.0 million respectively was held in the restricted cash account. The amount held at December 31, 2012 was subsequently used to pay principal, and interest on the Runoff Notes. The disposition of and known amounts held or available at March 31, 2013 are more fully described in Note 15: Subsequent Events.