Attached files
| file | filename |
|---|---|
| 8-K - IMH Financial Corp | v188707_8-k.htm |
| 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 |
IMH
Secured Loan Fund, LLC Announces Certified Final Results and Closing of
the
Conversion
Transactions
89%
of votes in favor of the Conversion Transactions
SCOTTSDALE,
Ariz., June 21 /PRNewswire/ -- IMH Secured Loan Fund, LLC (the "Fund"),
announced 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 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 m embership 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).
The Fund
also announced that it had closed on the Conversion Transactions, resulting in
the conversion of the Fund to a Delaware corporation named IMH Financial
Corporation.
"We are
very pleased to receive the certified final results and announce the closing of
the Conversion Transactions," said Shane Albers, the CEO of IMH Financial
Corporation. "Our investors have shown overwhelming confidence in the
strategy we have mapped out, and we look forward to working to create value and
generate liquidity for our investors."
About
IMH Secured Loan Fund, LLC and Investors Mortgage Holdings Inc.
IMH
Secured Loan Fund, LLC and Investors Mortgage Holdings Inc. are headquartered in
Scottsdale, Arizona. For more information, please visit www.imhre.com.
Important
Additional Information for Investors and Stockholders
This
communication may be deemed to be made in respect of the proposed conversion of
IMH Secured Loan Fund, LLC (the "Fund") into IMH Financial Corporation and the
exchange of all outstanding equity interests in Investors Mortgage Holdings Inc.
(the "Manager") and IMH Holdings, LLC ("Holdings") for stock of IMH Financial
Corporation and may be deemed solicitation material regarding these proposed
transactions (the "Conversion Transactions"). In connection with the proposed
Conversion Transactions, the IMH Financial Corporation and the Fund have filed a
registration statement on Form S-4, including a preliminary consent solicitation
statement/prospectus, with the U.S. Securities and Exchange Commission ("SEC"). The definitive consent
solicitation statement/prospectus has been filed with the SEC and has been
mailed to members of the Fund. SECURITYHOLDERS ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING THE CONSENT SOLICITATION/PROSPECTUS (AND
ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY IN THEIR ENTIRETY, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE FUND, IMH FINANCIAL CORPORATION, THE
MANAGER, HOLDINGS, AND THE PROPOSED CONVERSION TRANSACTIONS.
The
Fund, the Manager, IMH Financial Corporation, Holdings and their respective
directors and executive officers and other persons may be deemed to be
participants in the solicitation of consents from the members of IMH Secured
Loan Fund, LLC in respect of the proposed Conversion Transactions. Information
regarding the Fund, the Manager, IMH Financial Corporation, Holdings and their
respective directors and executive officers is included in the preliminary
consent solicitation statement/prospectus filed with the SEC on May 10, 2010 and
the definitive consent solicitation/prospectus, dated May 14, 2010, mailed to
members of the Fund. Members can obtain more detailed information regarding the
direct and indirect interests of directors and executive officers in the
Conversion Transactions by reading the definitive consent solicitation
statement/prospectus.
Members
may obtain free copies of the consent solicitation /prospectus and other
documents filed with the SEC at the SEC's website at www.sec.gov, or at
the Manager's website at www.imhre.com. Such
documents, as available, can also be obtained by directing a request to the
Fund, Attention: Investor Relations, telephone: (480) 840-8400.
CONTACT:
Amy A. Linert, Public Relations of McMurry PR, main, +1-602-395-5850, fax,
+1-602-427-0156, BB, +1-480-529-8326, amy.linert@mcmurry.com, for IMH Secured
Loan Fund, LLC