Impac Mortgage Holdings, Inc. Announces Expiry and Results of Exchange Offer and Consent Solicitation and Results of Special Meeting of Shareholders

IRVINE, CA, October 21, 2022–(BUSINESS WIRE)–Impac Mortgage Holdings, Inc. (NYSE American: IMH) (the “Company“) today announced that holders of common stock of the Company, with a par value of $0.01 per share (“Ordinary actions“), approved the proposals which were conditions to the closing of previously announced offers to each holder of the Company’s Series B 9.375% Cumulatively Redeemable Preferred Shares, with a par value of $0.01 per stock (“Series B Preferred Shares“), and each holder of 9.125% Series C Cumulative Redeemable Preferred Shares of the Company, with a par value of $0.01 per share (the “Series C Preferred Shares“, and with the Series B Preferred Shares, the “Favorite stock“), to exchange all of the outstanding Preferred Shares for certain shares and warrants (the “Exchange offersA Form 8-K disclosing the full voting results will be filed with the Securities and Exchange Commission. The proposals were approved at the company’s special meeting of holders of the company’s common stock held on October 2022 (the “Special meeting“).

The Company is also announcing today the expiration and results of its previously announced consent solicitation and exchange offers (the “Solicitation of consent“) regarding its Preferred Shares as described above. The Exchange Offers and Consent Solicitation expired at 11:59 p.m. Eastern Daylight Time on October 20, 2022 (the “Expiration date“).

The Company has been informed that 460,778 Series B Preferred Shares, representing approximately 69.23% of the Series B Preferred Shares outstanding, and 949,671 Series C Preferred Shares, representing approximately 67.59% of the Series C Preferred Shares outstanding, the amount of which excludes 1,300 Series C Preferred Shares which remain subject to guaranteed delivery procedures, were validly tendered and not validly withdrawn prior to the expiry date. The Company has accepted for payment all Preferred Shares validly tendered and not validly withdrawn prior to the Expiry Date pursuant to the settlement procedures described in the Company’s final prospectus/consent solicitation filed with the Securities and Exchange Commission on October 18. 2022. The Company also expects to accept for payment all Series C Preferred Shares that remain subject to guaranteed delivery procedures and to make payment for all accepted shares on October 26, 2022.

Concurrent with the Exchange Offers, the Company has sought the consent of Preferred Stockholders to amend the Company’s Charter (as amended and as currently effective, the “charter“) to permit the closing of the Exchange Offers and to make each Series B Preferred Share and Series C Preferred Share redeemable for the same consideration received by holders of Series B Preferred Shares and Series C Preferred Shares , respectively, who participate in the applicable exchange offer, without payment or compensation for accrued and unpaid dividends on the Preferred Shares (whether or not such dividends have accrued and whether or not such dividends have accrued before or after the completion of the exchange offers) Proposed amendments to the Company’s Charter (the “Proposed Changes“) required the consent of the holders of at least 66 2/3% of the outstanding shares of each series of preferred shares, with the holders of each series voting as a separate class. Pursuant to the consent solicitation, the Company received approval of approximately 69.23% of the outstanding shares of the Series B Preferred Shares and 67.59% of the outstanding shares of the Series C Preferred Shares. Accordingly, the Proposed Amendments will be effective upon acceptance for registration by the Maryland Department of State Assessments.

The Company also announces that its registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SECOND“) registering the Company’s common stock, common stock warrants and 8.25% Series D Cumulative Redeemable Preferred Stock, with a par value of $0.01 per share (“New Preferred Shares“) issuable in the exchange offerings was declared effective by the SEC on October 18, 2022.

DF King & Co., Inc. served as Information Agent and Solicitation Agent for the Exchange Offers and Consent Solicitation, and American Stock Transfer & Trust Company, LLC served as exchange.

This announcement is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell the preferred shares, an offer to sell or a solicitation of an offer to buy common shares, warrants subscription to purchase Common Shares, or shares of new Preferred Shares or a solicitation of related consents. The Exchange Offers and Consent Solicitation have been made solely through and pursuant to the terms and conditions set forth in the Company’s Schedule TO, Prospectus/Consent Solicitation and related Letters of Transmittal and Consent.

Forward-looking statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements, some of which are based on various assumptions and events which are beyond under our control, can be identified by reference to one or more future periods or by the use of forward-looking terminology, such as “may”, “able”, “will”, “intend”, “believe”, “expects”, “probably”, “potentially”, “appears”, “should”, “could”, “seem”, “anticipate”, “expectations”, “plan”, “ensure”, “desire” or similar terms or variations on these terms or the negative of these terms. Forward-looking statements are based on management’s current expectations. Actual results may differ materially due to a number of factors, including, but not limited to, the following: acceptance of a plan to restore compliance with NYSE American listed company standards; the impact on the U.S. economy and financial markets due to the onset and continuing effect of the COVID-19 pandemic; our ability to successfully complete contemplated exchange offers for our outstanding preferred shares and to receive the required consents for proposed amendments to our governing documents to facilitate the redemption of holders of our outstanding preferred shares who are not participating in the exchange offers; any adverse impact or disruption to the operations of the Company; changes in general economic and financial conditions (including federal monetary policy, changes in interest rates and inflation); rising interest rates, inflation and margin squeeze; ability to successfully sell aggregated loans to third-party investors; the successful development, marketing, sale and financing of new and existing financial products, including NonQM products; recruit and hire talent to rebuild our TPO NonQM assembly team and increase NonQM assembly; volatility in the mortgage industry; performance of third-party contractors; our ability to manage personnel expenses against mortgage production levels; our ability to successfully utilize storage capacity and meet financial commitments; our ability to maintain compliance with the NYSE American’s continuous listing requirements for our common stock; increased competition in the mortgage industry from larger or more efficient companies; system problems and risks related to our technology; ability to successfully create cost and revenue savings through new technologies, including cyber risk and data security risk; larger than expected increases in default rates or the severity of mortgage loan losses and losses; ability to obtain additional financing through loan and buyout facilities, debt or equity financing, strategic relationships or otherwise; the terms of any financing, whether debt or equity, that we obtain and the intended use of the proceeds of any financing; increase in loan redemption requests and ability to adequately settle redemption obligations; inability to create brand awareness; the outcome of any claim to which we are subject, including any settlement of litigation or regulatory action pending against us or other legal contingencies; and compliance with applicable local, state and federal laws and regulations.

For a discussion of these and other risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. that we file with the SEC. and in particular the discussion of “risk factors” therein. This document speaks only as of its date and we do not undertake, and expressly disclaim any obligation, to publish the results of any revisions that may be made to any forward-looking statement to reflect the occurrence of any anticipated events or circumstances or contingencies after the date of these statements, except as required by law.

About the company

Impac Mortgage Holdings, Inc. (IMH or Impac) provides innovative mortgage and real estate lending solutions that meet the challenges of today’s economic environment. Impac’s business includes mortgage lending, management, portfolio loss mitigation, real estate services and securitized long-term mortgage portfolio management, which includes residual interests in securitizations.

For more information, questions or comments, please call Justin Moisio, General Manager at (949) 475-3988 or email [email protected]

Website: http://ir.impaccompanies.com or www.impaccompanies.com

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contacts

Justin Moisio
Administrative director
(949) 475-3988
[email protected]

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