Impac Mortgage Holdings, Inc. Announces Completion of Preferred Share Repurchase


IRVINE, Calif.–(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 Shares, with a par value of $0.01 per share (“Series B Preferred SharesSeries C Preferred Shares“, and with the Series B Preferred Shares, the “Favorite stock), beginning at 5:00 p.m. Eastern Standard Time on November 15, 2022 (the “Actual time”).

In full payment for the redemption of the Series B Preferred Shares, each holder of the Series B Preferred Shares received (i) thirty (30) shares of the 8.25% Series D Cumulative Redeemable Preferred Shares of the Company, a par value of $0.01 per share ( “New Preferred Shares“), and (ii) 13.33 common shares of the Company, with a par value of $0.01 per share (the “Ordinary actions”) (collectively, the “Series B Redemption Price”). The redemption of the Series B Preferred Shares was effected pursuant to Supplemental Articles filed and accepted for registration by the Maryland Department of State Assessments and Taxation (the “SDAT”) on May 26, 2004, as amended by the articles of amendment filed and accepted for registration by the SDAT on October 24, 2022.

In full payment for the redemption of the Series C Preferred Shares, each holder of Series C Preferred Shares received (i) one (1) share of New Preferred Shares, (ii) 1.25 common shares and (ii) 1 .5 Warrants to purchase the same number of Common Shares at a purchase price of $5.00 per Common Share (collectively, the “Series C Redemption Price,and with the Series B redemption price, the “Redemption price”). The redemption of the Series C Preferred Shares was effected pursuant to Supplementary Articles filed and accepted for registration by SDAT on November 2004, as amended by Articles of Amendment filed and accepted for registration by SDAT on June 29, 2009, as as amended by the articles of amendment filed and accepted for registration by the SDAT on October 24, 2022.

In connection with the redemption of the Series B Preferred Shares and the Series C Preferred Shares that did not participate in the Exchange Offers, the Company issued an aggregate of approximately (a) 6,599,035 shares of New Preferred Shares , (b) 3,298,439 common shares and (c) 681,923 warrants to purchase the same number of common shares. Following the redemption, no Series B Preferred Shares or Series C Preferred Shares will remain outstanding as of 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. within our control, may 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”, “expect”, “probably”, “potentially”, “appear “, “should”, “could”, “seem”, “anticipate”, “expect”, “plan”, “guarantee”, “desire” or terms or similar 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 NYSE American listed companies to compliance with 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 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]

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