Impac Mortgage announces results of exchange offers for series B, C preferred stock

By Wendy Van Sickle

Columbus, Ohio, Oct. 21 – Impac Mortgage Holdings, Inc. announced the results of its exchange offer and success of its solicitation of consents relating to its 9.375% series B cumulative redeemable preferred stock and its 9.125% series C cumulative redeemable preferred stock in a press release Friday.

The company said it received and accepted tenders and consents related to a total of 460,778 shares, or 69.23%, of the 665,592 shares of series B preferreds outstanding, and 949,671 shares, or 67.59%, of the 1,405,086 shares of series C preferreds outstanding. The total excludes 1,300 shares of series C preferred tenders that remain subject to guaranteed delivery procedures.

The company needed consents from holders of at least 66 2/3% of the outstanding shares of each series, voting as a separate class, in order for passage of its proposed amendments.

The company previously announced it would issue 30 shares of new preferred stock in lieu of cash for each series B preferred stock tendered and one share of new preferred stock in lieu of cash for each series C preferred stock tendered in the exchange offers.

Initially, on Sept. 14, the company originally planned to exchange each outstanding series B preferred for $3 in cash or, under certain conditions, 30 shares of 8.25% series D cumulative redeemable preferreds, and 13.33 shares of common stock.

For each series C preferred, the original offer was $0.10 in cash or, under some conditions, one 8.25% series D cumulative redeemable preferred share, 1.25 shares of common stock and a warrant to purchase 1.5 shares of common stock at a price of $5.00 a share.

The company solicited consents from holders of the series B and C preferreds to amend the provisions of the charter setting forth the terms of the preferreds to permit the closing of the exchange offers without payment of any accrued or accumulated dividends on any outstanding shares of the preferreds and to provide that following the effectiveness of the proposed amendments and the exchange offers the remaining outstanding shares of series B and series C preferreds would be subject to redemption at the election of the company or the holders of any outstanding series B or series C preferred shares for the same consideration as holders of series B and series C preferreds receive in the exchange offers.

The exchange offers and solicitation expired at 11:59 p.m. ET on Oct. 20.

The exchange offer for each series was also conditioned on the approval by holders of common stock of the proposed amendments and the issuance of shares of common stock in the exchange offers, which, in total, will constitute more than 20% of the outstanding shares of the company’s common stock, which Impac said Friday it received.

D.F. King & Co., Inc. (212 269-5550, 888 280-6942 or imh@dfking.com) is the information agent and solicitation agent for the exchange offers and consent solicitation.

Continental Stock Transfer & Trust Co. is the exchange agent.

Impac is an Irvine, Calif., mortgage and warehouse lender.

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