- Current report filing (8-K)
November 02 2009 - 5:00PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Date of report (Date of earliest event reported)
October 30, 2009
Impac Mortgage Holdings, Inc.
(Exact Name of
Registrant as Specified in Its Charter)
Maryland
(State or Other
Jurisdiction of Incorporation)
1-14100
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33-0675505
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(Commission File
Number)
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(IRS Employer
Identification No.)
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19500 Jamboree Road, Irvine, California
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92612
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(Address of
Principal Executive Offices)
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(Zip Code)
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(949) 475-3600
(Registrants Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last
Report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01
Entry into a Material
Definitive Agreement.
On October 30,
2009, Impac Mortgage Holdings, Inc. along with its subsidiaries, Impac
Funding Corporation, Impac Warehouse
Lending Group, Inc. and Integrated Real Estate Service Corporation
(collectively, the
Company
) entered into a settlement agreement (the
Settlement
Agreement
) with UBS Real Estate Securities, Inc. (
UBS
), the
Companys remaining reverse repurchase facility lender, with regards to the
Amended and Restated Master Repurchase Agreement, which was entered into with
UBS on September 11, 2008 (the
Repurchase Agreement
). The
Settlement Agreement retires and terminates the Repurchase Agreement and the
related obligations of the parties by removing any further exposure associated
with the borrowing or the loans that secured the borrowing, except for certain
indemnification agreements.
Pursuant
to the terms of the Settlement Agreement, the Company settled the approximate
$140.0 million balance of the net borrowing under the Repurchase Agreement by (1) transferring
to UBS the mortgage loans securing the borrowing, (2) making a cash
payment to UBS of $20 million and (3) entering into a credit agreement
with UBS dated as of October 30, 2009 (the
Credit Agreement
) for
an aggregate original principal balance of approximately $33.85 million. The borrowing under the Credit Agreement is
to be paid over 18 months with monthly payments of $1.5 million at an interest
rate of one-month LIBOR plus 350 basis points; provided, however, that a $10.0
million principal payment is due by April 30, 2010. The Settlement Note is not secured by any
assets. The borrowing under the Credit
Agreement may be prepaid by the Company at any time; provided that if the
entire borrowing is repaid on or before December 31, 2009, then $5.0
million will be deducted from the amount due.
Upon any sale of assets, excluding mortgage assets, issuance of debt,
excluding warehouse borrowings, or equity by the Company, then all of the proceeds
therefrom are required to be applied to the borrowing under the Credit
Agreement, or in the case of an equity issuance, applied to the $10.0 million
principal payment.
The
Company is required to maintain certain business and financial covenants until
the borrowing under the Credit Agreement is paid in full, which covenants
include having stockholders equity of not less than zero (based on certain
calculations), maintaining unrestricted cash of not less than $10.0 million
(based on certain calculations), not paying dividends on equity and not issuing
equity interests, except as permitted in each case. Upon an event of default, which generally
includes failure to pay the borrowing as and when due, failure to observe and
perform or breach of any covenant, condition or representation, the entire
amount due under the Credit Agreement may be accelerated. If any amount is not paid when due, the
interest rate on the borrowing will increase by 4%.
Item 1.02
Termination of a Material Definitive Agreement
.
On October 30,
2009, the Repurchase Agreement was retired and terminated pursuant to the terms
of the Settlement Agreement, which is as further described above in Item 1.01
of this Form 8-K, which description is incorporated by reference herein.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant
.
On October 30,
2009, the Company entered into the Credit Agreement with UBS for an aggregate
principal amount of approximately $33.85 million, the terms of which are
described above in Item 1.01 of this Form 8-K and which description is
incorporated by reference herein.
2
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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IMPAC MORTGAGE
HOLDINGS, INC.
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Date:
November 2, 2009
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By:
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/s/
Ronald M. Morrison
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Name:
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Ronald
M. Morrison
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Title:
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Executive Vice President and General Counsel
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3
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