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Subsequent Events
9 Months Ended
Sep. 30, 2012
Subsequent Events

Note 13: Subsequent Events

Effective on October 2, 2012, WMMRC and PMI agreed to the commutation or termination of the trust identified as the PMI Trust (the “Trust Account”) in the Indentures and the related agreements (the “Commutation”). The Commutation was (i) approved by the Hawaiian Division of Insurance and the Maricopa County, Arizona, Superior Court in CV 2011-018944 (the “Receivership Court”) and (ii) consented to by the Trust, the Trustees under the Indenture and the Lenders and Agent under the Financing Agreement.

To effectuate the Commutation, WMMRC entered into a Commutation and Release Agreement with PMI, dated July 17, 2012 (the “Commutation Agreement. On October 2, 2012, upon the satisfaction of applicable conditions in accordance with the Commutation Agreement, PMI was paid $49 million in cash and WMMRC was paid approximately $30.7 million (the “WMMRC Amount”), representing all cash and assets remaining in the Trust Account after the payment to PMI. Under the Commutation Agreements each party was released from liabilities as contemplated therein. Following the Commutation, the WMMRC Amount was deposited into WMMRC’s custodial account and WMMRC has requested from the Hawaiian Division of Insurance approval to declare a dividend or distribution of all or a portion of the WMMRC Amount to WMIHC; provided however, that there can be no assurance that the Hawaiian Division of Insurance will approve any such dividend or distribution. If the Hawaiian Division of Insurance approves such a dividend or distribution, WMIHC will deposit such dividend or distribution (to the extent constituting Runoff Proceeds as defined in the Indentures), directly into the Collateral Account (as defined in the Indenture) for distribution in accordance with the Indentures.

The Commutation Agreement became effective on October 2, 2012 upon the completion of the following events: (v) the receiver appointed by the Receivership Court approved the Commutation; (w) the Company entered into Limited Waiver Agreements with the Trustees in order to permit the Commutation under the terms of each Indenture; (x) the Company received a Consent from the Lenders and Agent under the Financing Agreement in order to permit the Commutation under the Financing Agreement; and (y) WMI Liquidating Trust, the holder of at least two-thirds in aggregate principal amount of the Runoff Notes outstanding under both Indentures, consented to both limited waiver agreements.

The limited waiver agreements provide for a waiver of (i) a covenant that prohibits the Company and WMMRC from transferring certain assets from the Trusts for the limited purpose of allowing the Company and WMMRC to consummate the Commutation; and (ii) any Default or Event of Default (as such terms are defined under the Indentures) as a result of consummating the Commutation. The limited waiver agreements do not waive any other provisions of the Indentures.

Under the Commutation Agreement and upon consummation of the Commutation, (a) the parties to the Commutation Agreement are released from all liabilities and obligations under the following agreements: (i) January 1, 2003 Excess of Loss Policy Year Reinsurance Agreement, (ii) July 1, 1999 Reinsurance Agreement, (iii) January 1, 1999 Facultative Excess Layer Reinsurance Agreement, and (iv) April 1, 1999 Facultative Excess Layer Primary Mortgage Guarantee Reinsurance Agreement; and (b) upon the giving of notice of intention by PMI and WMMRC on October 3, 2012, that certain January 1, 2003 Trust Agreement, as amended by and between PMI, as beneficiary, WMMRC, as grantor and U.S. Bank, N.A., as Trustee was terminated.