Enterprising Investor
1 월 전
Impac Mortgage Holdings, Inc. Discloses Update Regarding Litigation Matter and Revolving Credit Facility Breach/Waiver (10/18/24)
Newport Beach, CA, October 18, 2024 – Impac Mortgage Holdings, Inc. [OTC Pink Limited: IMPM] provides the following update regarding (i) a previously disclosed litigation matter and (ii) a recent revolving credit facility breach/waiver:
Litigation Matter Update (certain information below has been previously disclosed in prior SEC/OTC filings):
UBS Americas Inc., et al. v. Impac Funding Corporation et al.
On December 17, 2021, a summons with notice was filed in the Supreme Court of the State of New York, County of New York (“NY Court”), initiating a lawsuit entitled UBS Americas Inc., et al. v. Impac Funding Corporation et al. As further detailed below, this lawsuit pertains to residential loan securitizations dating back to 2005 and 2006.
The plaintiffs (which include UBS Americas Inc., UBS Real Estate Securities, Inc., UBS Securities, LLC, and Mortgage Asset Securitizations Transactions, Inc.) contend that the defendants (Impac Funding Corporation (“IFC”), Impac Mortgage Holdings, Inc. (“IMH”) and Novelle Financial Services, Inc. (“Novelle”)) are required to indemnify payments that plaintiffs made to resolve claims asserted by (i) the Federal Home Loan Bank of San Francisco (“FHLB-SF”) in the matters FHLB-SF v Credit Suisse et al pertaining to securitization MALT 2005-6 (“CS Lawsuit”) and FHLB-SF v Deutsche Bank et al pertaining to securitization MALT 2006-2 (“DB Lawsuit”) and (ii) HSH Nordbank AG (“HSH”) in the matter HSH v UBS AG et al pertaining to securitization MABS 2006-HE1 (“UBS Lawsuit”). Plaintiffs contend that the securitizations included residential loans that the defendants allegedly sold to the UBS entities in breach of contractual representations and warranties. Plaintiffs further contend that they settled the cases, for which plaintiffs are demanding indemnification, in December 2015 and March 2016.
On April 18, 2022, IMH accepted service of the Summons with Notice on behalf of IFC and IMH (Novelle was sold to a third party in September 2006). On June 2, 2022, a Complaint was filed with the NY Court related to the Summons with Notice, however IMH was no longer listed as a defendant in the matter. On July 25, 2022, IFC filed a Motion to Dismiss the Complaint. All parties submitted their briefs and oral arguments on the Motion to Dismiss were held on March 6, 2023.
On October 13, 2024, the NY Court issued its Decision and Order on Defendants' Motion to Dismiss. With respect to the parties to the action, the NY Court dismissed all claims by plaintiff UBS Americas Inc., and dismissed all claims against defendants IMH and Novelle. The dismissal of Novelle resolved all indemnification claims that had been pending in connection with the UBS Lawsuit. The NY Court also dismissed, with leave to amend, the indemnification claims pertaining to the DB Lawsuit. The indemnification claims pertaining to the CS Lawsuit were not dismissed.
Should the remaining plaintiffs decide to file an amended complaint, IFC intends to defend itself vigorously as it believes any remaining claims continue to be without merit.
Revolving Credit Facility Breach/Waiver:
IMH also discloses that it recently requested, and received, from its lender waivers of certain quarterly Consolidated EBITDA and Consolidated Revenue financial covenants under its revolving credit facility.
https://www.otcmarkets.com/otcapi/company/dns/news/document/77834/content
Enterprising Investor
1 월 전
Impac Mortgage Holdings, Inc. Discloses Departure of Director and Officer; Amendment ByLaws; Loan agreement Breach/Waiver (10/01/24)
Newport Beach, CA, October 1, 2024 – On September 30, 2024, Ms. Katherine Blair resigned from the Board of Directors (“Board”) of Impac Mortgage Holdings, Inc. [OTC Pink Limited: IMPM] (the “Company”). Ms. Blair was originally appointed to the Company’s Board in December 2019. In conjunction with Ms. Blair’s departure, the Board voted unanimously to amend certain provisions of the Company’s Bylaws which might have required, under certain circumstances, that the Company maintain a Board consisting of a majority of independent directors. The Board also approved a reduction in the number of board members from three to two, effective upon Ms. Blair’s departure.
In addition, the Company also announces that Jon Gloeckner, SVP Financial Reporting and Assistant Treasurer, as well as Interim Principal Financial Officer and Principal Accounting Officer, is resigning his positions with the Company effective October 15, 2024. Mr. Gloeckner will be executing a consulting agreement with the Company upon his departure to continue to provide certain finance, accounting and reporting services through April 15, 2025.
Neither the departure of Ms. Blair nor Mr. Gloeckner is the result of any disagreement with the Company or its Board.
Finally, the Company recently requested, and received, a waiver of an immaterial breach of a monthly expense-specific financial covenant under its revolving credit facility.
https://www.otcmarkets.com/otcapi/company/dns/news/document/77519/content
Joe Stocks
6 년 전
Yes there is!
Doc No./Seq No.: 126/9
File Date: 07/17/2018Entered Date:07/17/2018Decision:
Document Name: Order of Court
ORDERED that the Motion Regarding Court Opinion Dated December 29, 2017 Relative to Pfd Series B Issues be and it hereby is DENIED, Pierson Judge
Doc No./Seq No.: 132/2
File Date: 07/17/2018Entered Date:07/17/2018Decision:
Document Name: Judgment Order of Court
Judgment is entered in favor of Defts Joseph R. Tomkinson, William S. Ashmore, Todd R. Taylor, Ronald M. Morrison, Leigh J. Abrams, James Walsh, Frank P. Filipps and Stephan R. Peers on all claims asserted against them in the complaints of Pltff Curtis Timm and Pltff Camac Fund LP.Judgment is entered in favor of Deft Impac Mortgage Holdings, Inc on the claims asserted in Counts II, III and V of the complaint of Pltff Curtis Timm and the claims asserted in Counts II and III of the complaint of Pltff Camac Fund LP.Impact is hereby ordered to hold a special election in accordance with Section 6(b) of the Articles Supplementary within sixty (60) days of the date of this order.It is hereby adjudged, ordered and decreed that Section 3(d) of the Articles Supplementary requires Impac to pay divdends on Series B shares for the first, second and third quartersof 2009This judgment is final inaccordance with rule 2-602 (b).Costs shall be evenly divded among the parties, Pierson Judge
Joe Stocks
7 년 전
David, I just saw this. What does it mean?? Do you know what was being reconsidered?
Open Court Proceeding
4/16/18 Plaintiff's motion to reconsider the court's opinion dated December 29, 2017 relative to Pfd B issues hereby heard and denied. (Pierson, J)4/16/18 Plaintiff's motion to resolve remedies regarding dividends hereby heard and held sub curia. (Pierson, J)4/16/18 Order to be filed. (Pierson, J)4/16/18 File in chambers. (Pierson, J)
Sub Curia is a Latin term which means “under law.” Sometimes a court may hold a matter under consideration, awaiting something to happen, like waiting for parties' filing of some documents or to write an opinion.
Joe Stocks
7 년 전
IMPHP- FYI, 10-K filed (extracts):
http://ir.impaccompanies.com/phoenix.zhtml?c=119470&p=irol-sec
"On December 29, 2017, the court denied the Company’s motion for summary judgment, granted the Plaintiffs motion for summary judgment, and stated it would schedule further proceedings to determine the appropriate relief which may include reinstating the Series B Preferred Stock holders rights and voiding the 2009 amendment, resulting in (among other possible ramifications), the reinstatement of dividend rights which have not been declared or paid since the 2009 amendment, the suspension of common dividends and the right to elect two members to the Board of Directors. The Company intends to appeal the decision.”
We are subject to a purported class action lawsuit relating to our Series B Preferred Stock in which holders are seeking cumulative dividends, unpaid dividends, certain restrictions on our actions, including the ability to pay common stock dividends, and the election of two directors by the preferred holders. In December 2017, we received an unfavorable court ruling that the rights, preferences and terms of the Series B Preferred Stock prior to the 2009 closing of the tender offer and consent solicitation remain in effect, that the 2009 amendments were ineffective, and the 2004 rights remain in effect. We intend to appeal the decision. If not reversed, the decision affects the rights of the Series B holders to receive, when and as authorized by the Board of Directors, cumulative preferential cash dividends at a rate of 9.375% of the $25.00 liquidation preference per annum (equivalent to a fixed annual amount of $2.34375 per shares) payable on a quarterly basis. Further, plaintiffs have presented post-decision arguments that Impac is required to pay three quarters of dividends to Series B stockholders and to accrue all unpaid dividends. In addition, under the Series B Preferred Stock terms prior to the 2009 amendments, whenever dividends are in arrears for six or more quarters, whether or not consecutive, the Series B Preferred Stock will be entitled to call a special meeting for the election of two additional directors. The 2004 rights also provide for certain other voting rights prior to amendment of any provisions of our charter so as to materially and adversely affect the Series B Preferred Stock, or approve a merger or similar transaction unless the Series B Preferred Stock remain outstanding and materially unchanged. We would also be prohibited from paying any dividend on our common stock until dividends on the Series B Preferred Stock are paid in full. Appeal of the court ruling will continue the cost and expense related to defending this lawsuit and diversion of our management’s efforts and attention from ordinary business operations in order to address the claims. This court ruling and the possible judgment may have a material adverse effect on our financial condition or results of operations.
Joe Stocks
7 년 전
Dave Sims, Perhaps you ave an answer for this. I just posted this comment to Darren's SA article.
Hi Darren, I have been following and commenting on these preferred shares from the beginning on various message boards. I have always been a proponent of the B series (IMPHP) shares having more value over the c series (IMPHO) I held shares of IMPHP up to maybe a year or two ago as this case seemed to never be coming to and end. After TIMMS received the memorandum opinion and order in January 2013 I thought it would not be much longer to get a decision on remaining counts. After another couple of year I gave up. See https://www.courts.state.md.us/sites/default/files/import/businesstech/pdfs/mdbt1-13.pdf
I am currently interested in revisiting. I have a couple comments.
1. In the above referenced link from the court they refer to the class action as "In this purported class action suit". The word purported bothers me. IMH uses the same language in their most recent 10K. 'purported' means; appear or claim to be or do something, especially falsely. Do you know if this lawsuit actually received class action status, or does it only benefit the named plaintiffs? I have not been able to find an answer. My understanding is that you can put class action in your lawsuit as much as you want, but the court must rule that it is a class action suit.
2. I think you are wrong about TIMMs settling for shares. I understand he is over 80. IMO, his settlement now is for his heirs. If he gets a cash judgement and settlement of rights there is really no reason for him to settle for less. His judgement becomes a lien on assets. He could garnish IMH's checking accounts. I could be wrong but I think a judgement has priority over unsecured debts. But, if he does settle for debt I think it will be for a premium of shares, not a discount. Banking on the appreciation of shares after the overhang is removed is not to TIMM's benefit when he has options that put IMH over a barrel.
I think a judgement could be very detrimental to IMH common. I think IMPHO shareholders gave up many of their rights and have no more value than common holders. I see no incentive for IMH to convert IMPHO to common. IMPHP is the only potentially profitable trade here. But if this lawsuit is not a classaction status the IMPHP shares are worth no more than IMPHO except for the named plaintiffs.
Can you confirm this is a classaction lawsuit and all holders of IMPHP shares are a party to it?
This is what IMH last 10k said "We are subject to a purported class action lawsuit relating to the tender of our preferred stock that is seeking cumulative dividends, unpaid dividends, certain restrictions on our actions, including the ability to pay
common stock dividends and the election of two directors by the preferred holders."
That one word, 'purported', has kept me from backing up the truck on this one. My how I would love to know if it is or isn't.
jwnoble3
7 년 전
All parties won the right to litigate on. Better for all if it gets equitably settled.
The real story here is the value creation in 2018...
These values rise as i-rates increase:
- Servicing rights 3Q value ~$159 million
- servicing portfolio continues to grow, soon will be nearing almost $10 million per quarter in servicing income in 2018
- September 30, 2017, increased servicing portfolio from the end of the second quarter by 7%, bringing the portfolio to approximately $15.7 billion
These further strengthen the balance sheet:
- last year's Capital Trust exchange to common.
- Cash Call earn-out is over and Impac has a good amount of tax-loss carry forwards to utilize.
- Beginning in 2018, the contingent consideration will no longer be on Impacs balance sheet
- restructure/retire/refi preferreds
Joe Stocks
7 년 전
Thanks, CatBirdSeat! It has been a awhile. I hope you are doing well!
It took too damn long for me and I got out a year or so back. I simply had too much crap in my portfolio at the time and felt I could invest the funds in something with a better risk/reward ratio. I got in early so I did alright.
Basically this boils down to the IMPHO holders voted to accept the sucky terms of the tender offer, and IMPHP shareholders did not. I don't see putting money into IMPHO. They dug their grave. The terms of the tender offer are very clear. They basically just have liquidation rights. If it gets to bankruptcy (which I doubt) more than likely the bondholders will get everything. I don't see any reason to own IMPHO or IMH. The payout to IMPHP holders I tyhink should put a pretty good dent in earnings. That said, I have not looked at IMH for months...perhaps years. I do think that IMHPO should at least be on par with IMH common at minimum. But, the market doesn't see it that way.
Is there anyone that can give me a link to a copy of the judges ruling? It would be most appreciated!
Happy trading, Joe
dpsimswm
7 년 전
Deephaven Readies New Nonprime MBS with Mortgages from Angel Oak, Impac, 61 Others?
By Brandon Ivey
bivey@imfpubs.com
Deephaven Mortgage is set to issue a $308.2 million nonprime mortgage-backed security, according to a new presale report. Deephaven Residential Mortgage Trust 2018-1 will include non-agency loans funded by Angel Oak Mortgage Solutions and Impac Mortgage Holdings, among others.
The deal is largely backed by adjustable-rate mortgages, including some with interest-only terms. Purchase mortgages account for 67.6 percent of the issuance. Roughly 20.4 percent are loans on investment properties.
The mortgages have an average credit score of 693, an average combined loan-to-value ratio of 74.8 percent and an average debt-to-income ratio of 36.2 percent. Morningstar Credit Ratings and S&P Global Ratings assigned preliminary AAA ratings with credit support from subordination of 35.9 percent on the senior tranche.
Mortgages from 63 lenders were included in the deal led by Angel Oak with a 19.9 percent share and Impac (12.3 percent). While Impac has been originating non-QMs the past few years, its production generally has not found its way into non-agency MBS.
-----------------------
This may mean that Impac's previously announced Non-QM MBS is not happening. Impac was saying that they would issue $300 or $400 million themselves.
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