Attached files
| file | filename |
|---|---|
| EX-3.2 - IMH Financial Corp | v188707_ex3-2.htm |
| EX-3.1 - IMH Financial Corp | v188707_ex3-1.htm |
| EX-4.1 - IMH Financial Corp | v188707_ex4-1.htm |
| EX-99.1 - IMH Financial Corp | v188707_ex99-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of report (Date of earliest
event reported):
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June 18,
2010
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IMH Financial
Corporation
__________________________________________
(Exact name of registrant as specified
in its charter)
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Delaware
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000-52611
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81-0624254
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_____________________
(State or other
jurisdiction
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_____________
(Commission
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______________
(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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4900
N. Scottsdale Rd., Suite 5000
Scottsdale,
Arizona
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85251
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________________________________
(Address of principal
executive offices)
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___________
(Zip
Code)
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Registrant’s telephone number,
including area code:
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(480)
840-8400
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IMH Secured Loan Fund,
LLC
______________________________________________
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:
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 2.01. Completion
of Acquisition or Disposition of Assets.
On behalf
of IMH Secured Loan Fund, LLC (the “Fund”), Investors Mortgage Holdings Inc.,
the manager of the Fund (the “Manager”), closed a series of transactions,
referred to as the “Conversion Transactions,” on June 18, 2010, pursuant to that
certain Agreement and Plan of Conversion and Contribution, dated May 10, 2010,
by and among the Fund, the Manager and its stockholders, and IMH Holdings, LLC
(“Holdings”) and its members (the “Conversion Plan”). A summary of
the Conversion Plan can be found in the report on Form 8-K filed by the Fund on
May 11, 2010. Pursuant to the Conversion Transactions, (i) the Fund
has been converted into a Delaware corporation named IMH Financial Corporation,
and (ii) IMH Financial Corporation has acquired all of the outstanding equity
interests in the Manager and Holdings in exchange for 895,750 shares of IMH
Financial Corporation Class B common stock, subject to downward adjustment
by one
share for each $20 of net loss of the Manager and Holdings for the period
beginning January 1, 2010 through the date of consummation of the Conversion
Transactions, pursuant to the terms of the Conversion Plan.
Prior to
the consummation of the Conversion Transactions, the owners of the Manager and
Holdings were Shane Albers, William Meris, Steve Darak, Brian Peterson and Ryan
Muranaka. Messrs. Albers and Meris are the sole members of the board
of directors of the Manager, and Messrs. Albers, Meris, Darak, Peterson and
Muranaka serve in management roles for both the Manager and
Holdings. The aggregate number of shares of IMH Financial Corporation
stock being issued to the owners of the Manager and Holdings is based upon the
Manager’s assessment of the value of the Manager and Holdings based on assets
under management, the fees which the Manager is entitled to receive or retain
pursuant to the Fund’s operating agreement, the Manager’s expectations as to the
future performance of the Fund and the Manager, and the consideration paid in
other internalization transactions.
Item
3.03 Material Modification to Rights of Security
Holders.
As a
result of the consummation of the Conversion Transactions, the Fund has
converted into IMH Financial Corporation and the outstanding membership units
of the Fund have been converted into shares of Class B and Class C common
stock of IMH Financial Corporation. A summary of the key terms of the IMH
Financial Corporation Class B and Class C common stock may found in the
definitive consent solicitation/prospectus filed pursuant to Rule 424(b)(3) on
May 14, 2010 under the heading entitled “Description of IMH Financial
Corporation’s Capital Stock,” and a
summary of the material differences between the rights of members of the Fund
and stockholders of IMH Financial Corporation may be found in the definitive
consent solicitation/prospectus filed pursuant to Rule 424(b)(3) on May 14, 2010
under the heading entitled “Comparison of Rights of Holders of
IMH Secured Loan Fund, LLC and IMH Financial Corporation,” each of
which is incorporated herein by reference. The Certificate of
Incorporation and Bylaws of IMH Financial Corporation, which establish the terms
and conditions of the Class B and Class C common stock, are attached hereto as
exhibits 3.1
and 3.2.
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June
18, 2010, Shane Albers and William Meris became directors of IMH Financial
Corporation, as a result of the consummation of the Conversion
Transactions. Also on June 18, 2010, the following individuals, who
were previously officers of the Manager, were appointed as executive
officers of IMH Financial Corporation to serve in the following offices at the
pleasure of the board of directors of IMH Financial Corporation: Shane Albers
(Chief Executive Officer and Chief Operating Officer); William Meris
(President); Steven Darak (Chief Financial Officer, Controller, Treasurer and
Secretary); Theresa Guske (Senior Vice President - Loan Management); and Brian
Peterson (Senior Vice President - Investments). In
exchange for their equity interests in the Manager and Holdings and/or their
stock appreciation rights in the Manager in the Conversion Transactions, these
officers are receiving Class B common stock of IMH Financial Corporation.
Subject to downward adjustment, Messrs. Albers and Meris will be issued
approximately 396,517 and 394,045 shares of Class B-4 common stock,
respectively, and Mr. Darak, Mr. Peterson and Ms. Guske will be issued
approximately 50,286, 27,740, and 1,907 shares of Class B-3 common stock,
respectively.
A brief
description of the business experience and background of each of IMH Financial
Corporation’s executive officers may found in the definitive consent
solicitation/prospectus filed pursuant to Rule 424(b)(3) on May 14, 2010 under
the heading entitled “Our
Officers,” which is incorporated herein by reference.
The
executive officers of IMH Financial Corporation have not yet entered into any
employment agreements, but continue to serve IMH Financial Corporation
consistent with past practices and their prior roles with the
Manager.
Also on
June 18, 2010, the 2010 IMH Financial Corporation Employee Stock Incentive Plan
(“the 2010 Stock Incentive Plan”) was adopted. The 2010 Stock
Incentive Plan is designed as an attraction, retention and motivation tool for
participants, and authorizes the administrator thereof to grant stock options,
stock appreciation rights, restricted stock, stock bonuses and other forms of
awards granted or denominated in IMH Financial Corporation’s common stock or
units of IMH Financial Corporation’s common stock, as well as cash bonus awards,
pursuant to the following restrictions:
• The maximum
number of shares of common stock that may be delivered pursuant to awards under
the plan equals 1.2 million shares, provided that this maximum share limit shall
automatically increase to 1.8 million shares upon the consummation of an initial
public offering of IMH Financial Corporation’s common stock.
• The maximum
number of shares of common stock that may be delivered pursuant to options
qualified as incentive stock options granted under the plan is1.8 million
shares.
• The maximum
number of shares of common stock subject to those options and stock appreciation
rights that are granted during any calendar year to any individual under the
plan is 600,000 shares.
•
“Performance-Based Awards” under Section 5.2 of the plan granted to a
participant in any one calendar year will not provide for payment of more than
(1) in the case of awards payable only in cash and not related to shares of
common stock, $20 million, and (2) in the case of awards related to shares of
common stock (and in addition to options and stock appreciation rights which are
subject to the limit referred to above), 600,000 shares.
No awards
have been granted under the 2010 Stock Incentive Plan as of the date
hereof.
A summary
of the key terms of the 2010 Stock Incentive Plan may be found in the definitive
consent solicitation/prospectus filed on May 14, 2010 under the heading entitled
“Proposal No. 2: Approval of
the 2010 IMH Financial Corporation Employee Stock Incentive Plan,” which
is incorporated herein by reference. The 2010 Stock Incentive Plan is
attached as Exhibit
4.1 hereto.
Item
5.07. Submission of Matters to a Vote of Security
Holders.
The Fund
filed the attached press release announcing that on June 18, 2010, the
independent inspector of elections provided the Fund with certified final
results of the consent solicitation. These certified final results indicate, as
previously reported by the Fund on June 9 and June 14, 2010, with respect to the
preliminary results, that the Fund received more than the requisite number of
written consents to approve the Conversion Transactions described in the
definitive consent solicitation/prospectus and the 2010 IMH Financial
Corporation Employee Stock Incentive Plan. The certified final results
received from the independent inspector of elections show that of the 73,038
total Fund membership units outstanding, 47,231 units were represented in the
vote (64.67% of the total Fund membership interests). Of the 73,038 total units
outstanding, the certified final results indicate that on Proposal #1, the
Conversion Transactions, the net vote was 57.48% in favor (41,981 units), 6.80%
against (4,968 units), and 0.26% abstained (193 units). On Proposal #2,
the 2010 IMH Financial Corporation Employee Stock Incentive Plan, the certified
final results indicate that 50.33% voted for (36,757 units), 12.46% against
(9,098 units), and 1.88% abstained (1,376 units).
Of the
total net consents remitted during this process, 89.05% voted in favor of the
Conversion Transactions (41,981 units), 10.54% voted against (4,968 units), and
0.41% abstained (193 units). With respect to the approval of the 2010 IMH
Financial Corporation Employee Stock Incentive Plan, of the total net consents
remitted, 77.82% voted for (36,757 units), 19.26% against (9,098 units), and
2.91% abstained (1,376 units).
Item 9.01. Financial Statements
and Exhibits.
The (i)
audited financial statements of the Manager, and (ii) the pro forma condensed
combined financial information for IMH Financial Corporation, included in the
definitive consent solicitation/prospectus filed pursuant to Rule 424(b)(3) on
May 14, 2010 are hereby incorporated by reference. IMH Financial
Corporation intends to provide unaudited interim financial information for the
Manager when it becomes available.
(d) Exhibits
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Exhibit
No.
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Description
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3.1
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Certificate
of Incorporation of IMH Financial Corporation.
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3.2
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Bylaws
of IMH Financial Corporation.
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4.1
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2010
IMH Financial Corporation Employee Stock Incentive
Plan.
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99.1
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Press
Release, dated June 21, 2010.
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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.
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June 22, 2010
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IMH
SECURED LOAN FUND, LLC
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By:
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Investors Mortgage Holdings,
Inc.
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Its:
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Manager
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By:
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/s/ Shane
Albers
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Shane
Albers
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Chairman
and Chief Executive Officer
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