SEATTLE--(BUSINESS WIRE)--Dec. 12, 2007--Washington Mutual, Inc.
(NYSE:WM), announced today that it has priced a public offering of
3,000,000 shares of 7.75% Series R Non-Cumulative Perpetual
Convertible Preferred Stock with a liquidation preference of $1,000
per share, resulting in an aggregate liquidation preference of $3.0
billion. The transaction was increased from its initial announced size
of 2,500,000 shares.
The company expects the offering to generate net proceeds of
approximately $2.9 billion, after expenses and underwriting discounts
and commissions. The company intends initially to contribute up to
$1.0 billion of the net proceeds from this offering to Washington
Mutual Bank, its principal bank subsidiary, as additional capital, and
retain the remaining net proceeds at the holding company for general
corporate purposes. The company expects the offering to close on or
about December 17, 2007.
The Series R Preferred Stock will pay, when and if declared by the
company's board of directors, dividends in cash at a rate of 7.75% per
annum, payable quarterly. The first dividend payment date will be
March 15, 2008.
Each share of the Series R Preferred Stock will be convertible at
any time, at the option of the holder, into 47.0535 shares of common
stock of the company, which represents an approximate initial
conversion price of $21.25 per share of common stock. The conversion
rate and conversion price will be subject to adjustments in certain
circumstances. On or after December 18, 2012, the Series R Preferred
Stock will, at the option of the company, be subject to mandatory
conversion into the company's common stock at the prevailing
conversion rate, if the closing price of the company's common stock
exceeds 130% of the then applicable conversion price for 20 trading
days during any consecutive 30-trading day period, including the last
trading day of such period.
Lehman Brothers Inc., Morgan Stanley & Co. Incorporated, Credit
Suisse Securities (USA) LLC and Goldman, Sachs & Co. are serving as
joint book-running managers of the offering. The offering will be made
under the company's existing shelf registration statement filed with
the Securities and Exchange Commission.
This announcement is neither an offer to sell nor a solicitation
of offers to buy any securities and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale would be unlawful. Any offers of the Series R
Preferred Stock will be made exclusively by means of a prospectus and
A copy of the final prospectus supplement and accompanying
prospectus relating to the offering, when available, may be obtained
Lehman Brothers Inc., c/o Broadridge, Integrated Distribution
Services, 1155 Long Island Avenue, Edgewood, NY, 11717, telephone:
1-888-603-5847, fax: 631-254-7140, or email:
Morgan Stanley & Co. Incorporated, Prospectus Department, 180
Varick Street, 2nd Floor, New York, NY, 10014, telephone:
1-866-718-1649, or email: email@example.com.
Credit Suisse Prospectus Department, One Madison Avenue, New York,
NY, 10010, telephone: 1-800-221-1037.
Goldman, Sachs & Co., Attn: Prospectus Department, 85 Broad
Street, New York, NY, 10004, telephone: 1-866-471-2526, or email:
WaMu, through its subsidiaries, is one of the nation's leading
consumer and small business banks. At Sept. 30, 2007, WaMu and its
subsidiaries had assets of $330.1 billion. The company has a history
dating back to 1889 and its subsidiary banks currently operate
approximately 2,700 consumer and small business banking stores
throughout the nation. WaMu's press releases are available at
This announcement contains forward-looking statements, which are
not historical facts and pertain to future operating results. These
forward-looking statements are within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements include, but are not limited to, statements about our
plans, objectives, expectations and intentions and other statements
contained in this document that are not historical facts. When used in
this announcement, the words "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "estimates," or words of similar
meaning, or future or conditional verbs, such as "will," "would,"
"should," "could," or "may" are generally intended to identify
forward-looking statements. These forward-looking statements are
inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control.
In addition, these forward-looking statements are subject to
assumptions with respect to future business strategies and decisions
that are subject to change. Actual results may differ materially from
the results discussed in these forward-looking statements for the
reasons, among others, discussed under the heading "Risk Factors" and
in the prospectus supplement and accompanying prospectus relating to
the offering. The company does not undertake to update forward-looking
statements to reflect the impact of circumstances or events that arise
after the date the forward-looking statements were made.
CONTACT: Washington Mutual, Inc.
Libby Hutchinson, 206-500-2770
Alan Magleby, 212-702-6955
SOURCE: Washington Mutual, Inc.