Written Communication Relating to an Issuer or Third Party (sc To-c)
29 Agosto 2022 - 5:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or
13(e)(1)
of the Securities Exchange Act of 1934
IMPAC
MORTGAGE HOLDINGS, INC.
(Name of Subject Company and Filing Person (Issuer))
Title of Class of Securities |
|
CUSIP Number of Class of
Securities |
9.375% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share |
|
45254P300 |
9.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share |
|
45254P409 |
George A. Mangiaracina
Chief Executive Officer
19500 Jamboree Road
Irvine, California 92612
(949) 475-3600
(Name, address and telephone number of person
authorized to receive notices and communications on behalf of filing person)
Copies
to:
Craig D. Miller
Veronica Lah
Manatt, Phelps & Phillips, LLP
One Embarcadero Center
San Francisco, California 94111
(415) 291-7400
CALCULATION OF FILING FEE
Transaction Valuation* |
Amount of Filing Fee* |
Not applicable |
Not applicable |
* |
A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer. |
¨ |
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed:
N/A
x |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate
any transactions to which the statement relates:
¨third-party tender offer subject to Rule 14d-1
xissuer tender offer
subject to Rule 13e-4
¨going-private
transaction subject to Rule 13e-3
¨amendment
to Schedule 13D under Rule 13d-2
Check the following
box if the filing is a final amendment reporting the results of the tender offer. ¨
If applicable, check the appropriate box(es) below
to designate the appropriate rule provision(s) relied upon:
¨Rule 13e-4(i) (Cross-Border
Issuer Tender Offer)
¨Rule 14d-1(d) (Cross-Border
Third-Party Tender Offer)
On August 29, 2022, Impac Mortgage
Holdings, Inc. (the “Company”) filed Amendment No. 2 to the Company’s Registration Statement on
Form S-4 originally filed on July 15, 2022 (as amended, the “Registration Statement”) relating to an offer
to exchange any and all of the outstanding shares of the following series of the Company’s preferred stock for, at the election of
each holder, the consideration defined below (each an “Exchange Offer” and collectively the “Exchange
Offers”):
Security |
|
CUSIP |
|
Symbol |
|
Shares
Outstanding |
|
Cash/
8.25% Series D Cumulative
Redeemable Preferred
Stock
(“New Preferred Stock”)
Per Share |
|
Common Securities Per
Share |
9.375% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share |
|
45254P300 |
|
IMPHP |
|
665,592 |
|
$3.00 in cash or, if the Company is prohibited from
paying cash, thirty (30) shares of New Preferred Stock subject to reduction and/or partial escrow. |
|
13.33 shares of newly issued common stock, par value
$0.01 per share (“Common Stock”), subject to reduction and/or partial escrow. |
9.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share |
|
45254P409 |
|
IMPHO |
|
1,405,086 |
|
$0.10 in cash or, if the Company is prohibited from paying cash, one (1) share of New Preferred Stock. |
|
1.25 shares of newly issued Common Stock and 1.5 warrants to purchase 1.5 shares of Common Stock at an exercise price of $5.00 per share. |
The Prospectus/Consent Solicitation included in
the Registration Statement (the “Prospectus”) is incorporated herein by reference as Exhibit 99.1.
The Registration Statement has not yet been declared
effective by the Securities and Exchange Commission (the “SEC”). The Exchange Offers described in the Prospectus have
not yet commenced, and there can be no assurances that the Company will commence the Exchange Offers on the terms described in the Prospectus
or at all. If the Company commences the Exchange Offers, the Exchange Offers will be made solely by the Prospectus, the related Letters
of Transmittal and Consent, and certain other related materials, which the Company will file with the SEC. Investors are urged to read
these materials and the Company’s tender offer statement on Schedule TO to be filed with the SEC in connection with the Exchange
Offers when they become available, as well as any other relevant documents filed with the SEC when they become available, carefully and
in their entirety because they will contain important information, including the terms and conditions of the Exchange Offers. If the
Company commences the Exchange Offers, it will file each of the documents referenced herein with the SEC, and, when available, investors
may obtain a free copy of them from the SEC at its website www.sec.gov.
Exhibits.
Exhibit No. |
Description |
99.1 |
Prospectus/Consent
Solicitation, dated August 29, 2022 (the “Prospectus”) (incorporated by reference to Amendment No. 2 to the
Company’s Registration Statement on Form S-4 (Reg. No. 333-266167), filed August 29, 2022). |
Impac Mortgage (PK) (USOTC:IMPHO)
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