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Notes Payable
9 Months Ended
Sep. 30, 2013
Debt Disclosure [Abstract]  
Notes Payable

Note 8: Notes Payable

On the Effective Date, WMIHC issued $110.0 million aggregate principal amount of its First Lien Notes under the First Lien Indenture; and $20.0 million of Second Lien Notes under the Second Lien Indenture. 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 in 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 unaudited 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 in lieu of making such interest payment in cash. Since the issuance of the Indentures through September 30, 2013, $13.4 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 September 30, 2013 and December 31, 2012 totals approximately $10.5 million and $8.3 million, respectively. Outstanding amounts under these Runoff Notes totaled approximately $102.2 million and $136.3 million as of September 30, 2013 and December 31, 2012, respectively. Approximately $36.2 million and $2.1 million of First Lien Notes principal was paid during the nine months ended September 30, 2013 and the year ended December 31, 2012, respectively. Interest on First Lien Notes paid in cash totaled approximately $9.7 million, $3.7 million and $3.7 million during the nine months ended September 30, 2013 and 2012 and the year ended December 31, 2012, respectively.

At September 30, 2013 and December 31, 2012, $0.1 million and $25.2 million respectively were held in the restricted cash account. $25.0 million of 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 September 30, 2013 are held to comply with the terms of the Indentures.