Saturday, June 8, 2013

Washington Mutual Preferred Funding (Cayman) Ltd Ties to Ugland House in the Cayman Islands

On March 7, 2006, Washington Mutual Preferred Funding (Cayman) I Ltd., a Cayman Islands exempted company (“WaMu Cayman”), closed the sale of (a) $302,300,000 of WaMu Cayman’s 7.25% Perpetual Non-cumulative Preferred Securities, Series A-1, liquidation preference $100,000 per security (the “Series A-1 WaMu Cayman Preferred Securities”), and (b) $447,700,000 of WaMu Cayman’s 7.25% Perpetual Non-cumulative Preferred Securities, Series A-2, liquidation preference $10,000 per security (the “Series A-2 WaMu Cayman Preferred Securities”, and, together with the Series A-1 WaMu Cayman Preferred Securities, the “WaMu Cayman Preferred Securities”). The terms of the WaMu Cayman Preferred Securities are identical except for their per security liquidation preference. 

In addition, on March 7, 2006, Washington Mutual Preferred Funding Trust I, a Delaware statutory trust (“WaMu Delaware”), closed the sale of $1,250,000,000 of its Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities, liquidation preference $100,000 per security (the “Trust Securities”). 
 
The Series A-1 WaMu Cayman Preferred Securities were offered and sold in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”) only in the United States and to persons who are “qualified institutional buyers” within the meaning of Rule 144A. The Series A-2 WaMu Cayman Preferred Securities were offered and sold in reliance upon Regulation S under the Securities Act only to non-U.S. persons in transactions outside of the United States. The Trust Securities were offered and sold in reliance on Rule 144A only to persons who are “qualified institutional buyers” within the meaning of Rule 144A and “qualified purchasers” within the meaning of Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended. 
 
WaMu Cayman used the proceeds of its offering to purchase from Washington Mutual Bank (“WMB”) a corresponding amount of 7.25% Perpetual Non-cumulative Preferred Securities, liquidation preference $1,000 per security (the “Fixed Rate Company Preferred Securities”), of Washington Mutual Preferred Funding LLC, a Delaware limited liability company (the “Company”). In addition, WaMu Delaware used the proceeds of its offering to purchase from WMB a corresponding amount of the Company’s Fixed-to-Floating Rate Perpetual Non-cumulative Preferred Securities (the “Fixed-to-Floating Rate Company Preferred Securities”, and, together with the Fixed Rate Company Securities, the “Company Preferred Securities”). 


 

Washington Mutual Preferred Funding (Cayman) Ltd

 
 
 
 
 
 
 
 

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