Impac Mortgage Holdings, Inc. Announces Completion of Redemption of Preferred Stock
15 Novembre 2022 - 11:15PM
Business Wire
Following the closing of the previously announced exchange
offers, Impac Mortgage Holdings, Inc. (NYSE American: IMH) (the
“Company”) today announced the
redemption of all remaining outstanding shares of the Company’s
9.375% Series B Cumulative Redeemable Preferred Stock, par value
$0.01 per share (“Series B Preferred
Stock”), and the Company’s 9.125% Series C Cumulative
Redeemable Preferred Stock, par value $0.01 per share (the
“Series C Preferred Stock,” and
together with the Series B Preferred Stock, the “Preferred Stock”), as of 5:00 p.m., Eastern
Standard Time, on November 15, 2022 (the “Effective Time”).
As payment in full for the redemption of the shares of Series B
Preferred Stock, each holder of Series B Preferred Stock received
(i) thirty (30) shares of the Company’s 8.25% Series D Cumulative
Redeemable Preferred Stock, par value $0.01 per share
(“New Preferred Stock”), and (ii)
13.33 shares of the Company’s Common Stock, par value $0.01 per
share (the “Common Stock”)
(collectively, the “Series B Redemption
Price”). The redemption of the Series B Preferred Stock was
effected pursuant to the Articles Supplementary filed with and
accepted for record by the State Department of Assessments and
Taxation of Maryland (the “SDAT”) on
May 26, 2004, as amended by the Articles of Amendment filed with
and accepted for record by the SDAT on October 24, 2022.
As payment in full for the redemption of the shares of Series C
Preferred Stock, each holder of Series C Preferred Stock received
(i) one (1) share of New Preferred Stock, (ii) 1.25 shares of
Common Stock, and (ii) a 1.5 warrants to purchase the same number
of shares of Common Stock at a purchase price of $5.00 per share of
Common Stock (collectively, the “Series C
Redemption Price,” and together with the Series B Redemption
Price, the “Redemption Price”). The
redemption of the Series C Preferred Stock was effected pursuant to
the Articles Supplementary filed with and accepted for record by
the SDAT on November, 2004, as amended by the Articles of Amendment
filed with and accepted for record by the SDAT on June 29, 2009, as
further amended by the Articles of Amendment filed with and
accepted for record by the SDAT on October 24, 2022.
In connection with the redemption of the Series B Preferred
Stock and Series C Preferred Stock which did not participate in the
exchange offers, the Company issued an aggregate of approximately
(a) 6,599,035 shares of New Preferred Stock, (b) 3,298,439 shares
of Common Stock and (c) 681,923 warrants to purchase the same
number of shares of Common Stock. As a result of the redemption, no
shares of Series B Preferred Stock or Series C Preferred Stock
remain outstanding from and after the Effective Time.
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 that are beyond our control, may be identified by reference
to a future period or periods or by the use of forward-looking
terminology, such as “may,” “capable,” “will,” “intends,”
“believe,” “expect,” “likely,” “potentially,” “appear,” “should,”
“could,” “seem to,” “anticipate,” “expectations,” “plan,” “ensure,”
“desire,” or similar terms or variations on those terms or the
negative of those terms. The forward-looking statements are based
on current management expectations. Actual results may differ
materially as a result of several factors, including, but not
limited to the following: acceptance of a plan for regaining
compliance with the NYSE American’s listed company standards;
impact on the U.S. economy and financial markets due to the
outbreak and continued effect of the COVID-19 pandemic; our ability
to successfully consummate the contemplated exchange offers for our
outstanding preferred stock and receive the requisite consents for
the proposed amendments to our charter documents to facilitate the
redemption from holders of our outstanding preferred stock who do
not participate in the exchange offers; any adverse impact or
disruption to the Company’s operations; changes in general economic
and financial conditions (including federal monetary policy,
interest rate changes, and inflation); increase in interest rates,
inflation, and margin compression; ability to successfully sell
aggregated loans to third-party investors; successful development,
marketing, sale and financing of new and existing financial
products, including NonQM products; recruit and hire talent to
rebuild our TPO NonQM origination team, and increase NonQM
originations; volatility in the mortgage industry; performance of
third-party sub-servicers; our ability to manage personnel expenses
in relation to mortgage production levels; our ability to
successfully use warehousing capacity and satisfy financial
covenants; our ability to maintain compliance with the continued
listing requirements of the NYSE American for our common stock;
increased competition in the mortgage lending industry by larger or
more efficient companies; issues and system risks related to our
technology; ability to successfully create cost and product
efficiencies through new technology including cyber risk and data
security risk; more than expected increases in default rates or
loss severities and mortgage related losses; ability to obtain
additional financing through lending and repurchase facilities,
debt or equity funding, strategic relationships or otherwise; the
terms of any financing, whether debt or equity, that we do obtain
and our expected use of proceeds from any financing; increase in
loan repurchase requests and ability to adequately settle
repurchase obligations; failure to create brand awareness; the
outcome of any claims we are subject to, including any settlements
of litigation or regulatory actions 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 latest Annual Report on Form
10-K and Quarterly Reports on Form 10-Q 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 release publicly the results of any
revisions that may be made to any forward-looking statements to
reflect the occurrence of anticipated or unanticipated events or
circumstances after the date of such statements except as required
by law.
About the Company
Impac Mortgage Holdings, Inc. (IMH or Impac) provides innovative
mortgage lending and real estate solutions that address the
challenges of today’s economic environment. Impac’s operations
include mortgage lending, servicing, portfolio loss mitigation,
real estate services, and the management of the securitized
long-term mortgage portfolio, which includes the residual interests
in securitizations.
For additional information, questions or comments, please call
Justin Moisio, Chief Administrative Officer at (949) 475-3988 or
email Justin.Moisio@ImpacMail.com.
Website: http://ir.impaccompanies.com or
www.impaccompanies.com
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version on businesswire.com: https://www.businesswire.com/news/home/20221115006398/en/
Justin Moisio Chief Administrative Officer (949) 475-3988
Justin.Moisio@ImpacMail.com
Impac Mortgage (AMEX:IMH)
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