-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HL4sT1uIt+kTBvVaMW8/ldvwW4ks6Rrm/4o5ji7w1s0aINJh0yD745hQlUlXFr9B IKpVUaG3rS/gG/wv6jKTcQ== 0001104659-07-082492.txt : 20071113 0001104659-07-082492.hdr.sgml : 20071112 20071113162023 ACCESSION NUMBER: 0001104659-07-082492 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070912 ITEM INFORMATION: Triggering Events That Accelerate or Increase a Direct Financial Obligation under an Off-Balance Sheet Arrangement ITEM INFORMATION: Cost Associated with Exit or Disposal Activities FILED AS OF DATE: 20071113 DATE AS OF CHANGE: 20071113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMPAC MORTGAGE HOLDINGS INC CENTRAL INDEX KEY: 0001000298 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 330675505 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14100 FILM NUMBER: 071238482 BUSINESS ADDRESS: STREET 1: 19500 JAMBOREE ROAD CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 9494753600 MAIL ADDRESS: STREET 1: 19500 JAMBOREE ROAD CITY: IRVINE STATE: CA ZIP: 92612 FORMER COMPANY: FORMER CONFORMED NAME: IMPERIAL CREDIT MORTGAGE HOLDINGS INC DATE OF NAME CHANGE: 19950911 8-K 1 a07-29154_18k.htm 8-K

 

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)   September 12, 2007

 

Impac Mortgage Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland

(State or Other Jurisdiction of Incorporation)

 

1-14100

 

33-0675505

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

19500 Jamboree Road, Irvine, California

 

92612

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

 

(949) 475-3600

(Registrant’s 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)

o    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))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

Item 2.04
 
Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

 

Impac Mortgage Holdings, Inc. (the “Company”) received a notice of event of default dated September 12, 2007 from Bear Stearns Funding Inc. (“Bear Stearns”) pursuant to a Master Repurchase Agreement among the Company and its subsidiaries and Bear Stearns with respect to margin calls.  Subsequently, Bear Stearns notified the Company that it had elected to terminate the facility and demanded immediate payment of the entire amount of approximately $286 million and seized the collateral.  As of November 9, 2007, the loans on the facility have been liquidated, and the Company no longer has margin call or loss exposure associated with this facility.

 

At September 30, 2007, the outstanding balance on the reverse repurchase facilities with Washington Mutual Bank and Natixis Real Estate Capital Inc. was an aggregate of $404 million.  At that time, the Company was in technical default on these facilities as the Company was not in compliance with certain financial covenants.  However, subsequent to September 30, 2007, the Company agreed with the two lenders to terminate financing according to the normal provisions of the agreements, and sold the loans to the respective lenders.  The Company no longer has margin call or loss exposure associated with these facilities.

 

At September 30, 2007, the outstanding balance of the reverse repurchase facility with UBS Real Estate Securities, Inc. and the warehouse facility with Colonial Bank was an aggregate of $407 million.  Pursuant to the terms of each arrangement, the Company was in technical default under certain income and tangible net worth covenants.  The Company has requested a waiver of default from each these lenders, and has not received the waivers as of November 13, 2007.

 

Item 2.05                                             Costs Associated with Exit or Disposal Activities

On September 25, 2007, the Company’s board of directors elected to discontinue the mortgage operations, commercial operations and warehouse lending operations.  These actions are due primarily to the deterioration in the secondary market for closed mortgage loans and continuing weakness in consumer demand for mortgage products and services.

The Company estimates that it will incur a pre-tax restructuring charge of approximately $17 million, consisting of approximately:

•              $5 million in lease termination costs, and

•              $12 million in fixed asset impairment charges.

The total amount of the pre-tax restructuring charges were expensed in the quarter ended September 30, 2007.

 

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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.

 

 

IMPAC MORTGAGE HOLDINGS, INC.

 

 

 

 

 

 

Date: November 13, 2007

 

 

 

By: /s/ Joseph R. Tomkinson

 

 

Name: Joseph R. Tomkinson

 

 

Title: Chief Executive Officer

 

 

 

 

 

 

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