rs13g-wmi_appaloosa.htm
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934
 

WMI Holdings Corp.
(Name of Issuer)
 
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
 
92936P100
(CUSIP Number)
 

December 31, 2012
(Date of Event which Requires Filing of this Statement)
 


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

ý Rule 13d-1(b)
 
¨ Rule 13d-1(c)
 
¨ Rule 13d-1(d)
 
 
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
 
CUSIP No. 92936P100
13G
  
 

1
NAMES OF REPORTING PERSONS
 
Appaloosa Investment Limited Partnership I
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)                                                                                                   (a) o
                                                                        (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
 
SHARES
5
SOLE VOTING POWER
 
-0-
 
BENEFICIALLY
 
OWNED BY
6
SHARED VOTING POWER
 
4,439,185
 
EACH
 
REPORTING
7
SOLE DISPOSITIVE POWER
 
-0-
 
PERSON
 
WITH
8
SHARED DISPOSITIVE POWER
 
4,439,185
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,439,185
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                                                                 o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.21%
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
 

CUSIP No. 92936P100
13G
  
 

1
NAMES OF REPORTING PERSONS
 
Palomino Fund Ltd.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)                                                                                                   (a) o
                                                                        (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands
 
NUMBER OF
 
SHARES
5
SOLE VOTING POWER
 
-0-
 
BENEFICIALLY
 
OWNED BY
6
SHARED VOTING POWER
 
6,662,182
 
EACH
 
REPORTING
7
SOLE DISPOSITIVE POWER
 
-0-
 
PERSON
 
WITH
8
SHARED DISPOSITIVE POWER
 
6,662,182
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,662,182
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                                                                 o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.31%
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
 
 
 
 
 

CUSIP No. 92936P100
13G
  
 

1
NAMES OF REPORTING PERSONS
 
Thoroughbred Fund L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)                                                                                                   (a) o
                                                                        (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
 
SHARES
5
SOLE VOTING POWER
 
-0-
 
BENEFICIALLY
 
OWNED BY
6
SHARED VOTING POWER
 
2,946,035
 
EACH
 
REPORTING
7
SOLE DISPOSITIVE POWER
 
-0-
 
PERSON
 
WITH
8
SHARED DISPOSITIVE POWER
 
2,946,035
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,946,035
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                                                                 o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.47%
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
 

CUSIP No. 92936P100
13G
 
 

1
NAMES OF REPORTING PERSONS
 
Thoroughbred Master Ltd.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)                                                                                                   (a) o
                                                                        (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands
 
NUMBER OF
 
SHARES
5
SOLE VOTING POWER
 
-0-
 
BENEFICIALLY
 
OWNED BY
6
SHARED VOTING POWER
 
2,982,592
 
EACH
 
REPORTING
7
SOLE DISPOSITIVE POWER
 
-0-
 
PERSON
 
WITH
8
SHARED DISPOSITIVE POWER
 
2,982,592
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,982,592
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                                                                 o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.48%
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
 
 
 
 
 
 
CUSIP No. 92936P100
13G
  
 

1
NAMES OF REPORTING PERSONS
 
Appaloosa Management L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)                                                                                                   (a) o
                                                                        (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
 
SHARES
5
SOLE VOTING POWER
 
-0-
 
BENEFICIALLY
 
OWNED BY
6
SHARED VOTING POWER
 
17,029,994
 
EACH
 
REPORTING
7
SOLE DISPOSITIVE POWER
 
-0-
 
PERSON
 
WITH
8
SHARED DISPOSITIVE POWER
 
17,029,994
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
17,029,994
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                                                                 o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.47%
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
 

CUSIP No. 92936P100
13G
 
 

1
NAMES OF REPORTING PERSONS
 
Appaloosa Partners Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)                                                                                                   (a) o
                                                                        (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
 
SHARES
5
SOLE VOTING POWER
 
-0-
 
BENEFICIALLY
 
OWNED BY
6
SHARED VOTING POWER
 
17,029,994
 
EACH
 
REPORTING
7
SOLE DISPOSITIVE POWER
 
-0-
 
PERSON
 
WITH
8
SHARED DISPOSITIVE POWER
 
17,029,994
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
17,029,994
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                                                                 o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.47%
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
 
 
 
 
 
 
CUSIP No. 92936P100
13G
 
 

1
NAMES OF REPORTING PERSONS
 
David A. Tepper
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)                                                                                                   (a) o
                                                                        (b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
 
SHARES
5
SOLE VOTING POWER
 
-0-
 
BENEFICIALLY
 
OWNED BY
6
SHARED VOTING POWER
 
17,029,994
 
EACH
 
REPORTING
7
SOLE DISPOSITIVE POWER
 
-0-
 
PERSON
 
WITH
8
SHARED DISPOSITIVE POWER
 
17,029,994
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
17,029,994
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                                                                 o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.47%
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 

Item 1.
(a)
Name of Issuer

WMI Holdings Corp.
 
Item 1.
(b)
Address of Issuer’s Principal Executive Offices
 
1201 Third Avenue, Suite 3000, Seattle Washington 98101
 
Item 2.
(a)
Name of Person Filing
 
This statement is being filed by and on behalf of Appaloosa Investment Limited Partnership I (“AILP”), Palomino Fund Ltd. (“Palomino”), Thoroughbred Fund L.P. (“TFLP”), Thoroughbred Master Ltd. (“TML”), Appaloosa Management L.P. (“AMLP”), Appaloosa Partners Inc. (“API”) and David A. Tepper (“Mr. Tepper” and, together with AILP, Palomino, TFLP, TML, AMLP and API, the “Reporting Persons”). Mr. Tepper is the sole stockholder and the President of API.  API is the general partner of, and Mr. Tepper owns a majority of the limited partnership interest in, AMLP.  AMLP is the general partner of AILP and TFLP, and acts as investment advisor to Palomino and TML.
 
Item 2.
(b)
Address of Principal Business Office or, if None, Residence

The business address of each of the Reporting Persons is c/o Appaloosa Management L.P., 51 John F. Kennedy Parkway, Short Hills, New Jersey 07078.
 
Item 2.
(c)
Citizenship

AILP is a Delaware limited partnership. Palomino is a British Virgin Islands corporation. TFLP is a Delaware limited partnership. TML is a British Virgin Islands corporation. AMLP is a Delaware limited partnership. API is a Delaware corporation. Mr. Tepper is a citizen of the United States.
 
Item 2.
(d)
Title of Class of Securities
 
Common Stock, par value $0.00001 per share
 
Item 2.
(e)
CUSIP Number
 
92936P100
 
Item 3.                      If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
o
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
x
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
o
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
(j)
o
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k)
o
Group, in accordance with §240.13d-1(b)(1)(ii)(K);

Item 4.                      Ownership

The percentages set forth in this Item 4 are based on there being 201,156,078  shares of Common Stock outstanding as of November 9, 2012, as disclosed in WMI Holdings Corp.’s Form 10-Q for the period ended September 30, 2012 (filed November  9, 2012).
 
AILP:
        
         
(a)
Amount beneficially owned:  4,439,185
(b)
Percent of class: 2.21%
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: -0-
 
(ii)
Shared power to vote or to direct the vote: 4,439,185
 
(iii)
Sole power to dispose or to direct the disposition: -0-
 
(iv)
Shared power to dispose or to direct the disposition: 4,439,185
         
Palomino:
        
         
(a)
Amount beneficially owned: 6,662,182
(b)
Percent of class: 3.31%
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: -0-
 
(ii)
Shared power to vote or to direct the vote: 6,662,182
 
(iii)
Sole power to dispose or to direct the disposition: -0-
 
(iv)
Shared power to dispose or to direct the disposition: 6,662,182
         
TFLP:
        
         
(a)
Amount beneficially owned: 2,946,035
(b)
Percent of class: 1.47%
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: -0-
 
(ii)
Shared power to vote or to direct the vote: 2,946,035
 
(iii)
Sole power to dispose or to direct the disposition: -0-
 
(iv)
Shared power to dispose or to direct the disposition: 2,946,035
         
TML:
        
         
(a)
Amount beneficially owned: 2,982,592
(b)
Percent of class: 1.48%
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: -0-
 
(ii)
Shared power to vote or to direct the vote: 2,982,592
 
(iii)
Sole power to dispose or to direct the disposition: -0-
 
(iv)
Shared power to dispose or to direct the disposition: 2,982,592
         
AMLP:
        
         
(a)
Amount beneficially owned: 17,029,994
(b)
Percent of class: 8.47%
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: -0-
 
(ii)
Shared power to vote or to direct the vote: 17,029,994
 
(iii)
Sole power to dispose or to direct the disposition: -0-
 
(iv)
Shared power to dispose or to direct the disposition: 17,029,994
         
API:
        
         
(a)
Amount beneficially owned: 17,029,994
(b)
Percent of class: 8.47%
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: -0-
 
(ii)
Shared power to vote or to direct the vote: 17,029,994
 
(iii)
Sole power to dispose or to direct the disposition: -0-
 
(iv)
Shared power to dispose or to direct the disposition: 17,029,994
         
Mr. Tepper:
      
         
(a)
Amount beneficially owned: 17,029,994
(b)
Percent of class: 8.47%
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: -0-
 
(ii)
Shared power to vote or to direct the vote: 17,029,994
 
(iii)
Sole power to dispose or to direct the disposition: -0-
 
(iv)
Shared power to dispose or to direct the disposition: 17,029,994

Item 5.                      Ownership of Five Percent or Less of a Class

Not Applicable.

Item 6.                      Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.
 
Item 7.                      Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
 
Not Applicable.
 
Item 8.                      Identification and Classification of Members of the Group

Not Applicable.

Item 9.                      Notice of Dissolution of Group

Not Applicable.

Item 10.                    Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 


 
SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  February 14, 2013



APPALOOSA INVESTMENT LIMITED PARTNERSHIP I
 
By: APPALOOSA MANAGEMENT L.P., Its General Partner
 
     By: APPALOOSA PARTNERS INC., Its General Partner
 
          By:    /s/ David A. Tepper                                 
              Name: David A. Tepper
              Title: President
 
 
PALOMINO FUND LTD.
 
By: APPALOOSA MANAGEMENT L.P., Its Investment Advisor
 
     By: APPALOOSA PARTNERS INC., Its General Partner
 
          By:    /s/ David A. Tepper                                 
              Name: David A. Tepper
              Title: President
 
 
THOROUGHBRED FUND L.P.
 
By: APPALOOSA MANAGEMENT L.P., Its General Partner
 
     By: APPALOOSA PARTNERS INC., Its General Partner
 
          By:    /s/ David A. Tepper                                 
              Name: David A. Tepper
              Title: President
 
 
THOROUGHBRED MASTER LTD.
 
By: APPALOOSA MANAGEMENT L.P., Its Investment Advisor
 
     By: APPALOOSA PARTNERS INC., Its General Partner
 
          By:    /s/ David A. Tepper                                 
              Name: David A. Tepper
              Title: President
 
 
APPALOOSA MANAGEMENT L.P.
 
By: APPALOOSA PARTNERS INC., Its General Partner
 
     By:    /s/ David A. Tepper                                 
          Name: David A. Tepper
          Title: President
 
 
APPALOOSA PARTNERS INC.
 
By:    /s/ David A. Tepper                                 
      Name: David A. Tepper
      Title: President
 
 
    /s/ David A. Tepper                                        
David A. Tepper
 
 
 
 
 
 
EXHIBIT A
 
---------
 
JOINT FILING AGREEMENT
 
----------------------

The undersigned agree that the foregoing Statement on Schedule 13G (including any and all amendments thereto) is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k) under the Act and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.
 
Dated:  February 14, 2013
 


APPALOOSA INVESTMENT LIMITED PARTNERSHIP I
 
By: APPALOOSA MANAGEMENT L.P., Its General Partner
 
     By: APPALOOSA PARTNERS INC., Its General Partner
 
          By:    /s/ David A. Tepper                                 
              Name: David A. Tepper
              Title: President
 
 
PALOMINO FUND LTD.
 
By: APPALOOSA MANAGEMENT L.P., Its Investment Advisor
 
     By: APPALOOSA PARTNERS INC., Its General Partner
 
          By:    /s/ David A. Tepper                                 
              Name: David A. Tepper
              Title: President
 
 
THOROUGHBRED FUND L.P.
 
By: APPALOOSA MANAGEMENT L.P., Its General Partner
 
     By: APPALOOSA PARTNERS INC., Its General Partner
 
          By:    /s/ David A. Tepper                                 
              Name: David A. Tepper
              Title: President
 
 
THOROUGHBRED MASTER LTD.
 
By: APPALOOSA MANAGEMENT L.P., Its Investment Advisor
 
     By: APPALOOSA PARTNERS INC., Its General Partner
 
          By:    /s/ David A. Tepper                                 
              Name: David A. Tepper
              Title: President
 
 
APPALOOSA MANAGEMENT L.P.
 
By: APPALOOSA PARTNERS INC., Its General Partner
 
     By:    /s/ David A. Tepper                                 
          Name: David A. Tepper
          Title: President
 
 
APPALOOSA PARTNERS INC.
 
By:    /s/ David A. Tepper                                 
      Name: David A. Tepper
      Title: President
 
 
    /s/ David A. Tepper                                        
David A. Tepper