Attached files
| file | filename |
|---|---|
| 8-K - IMH Financial Corp | v189597_8k.htm |
June 30,
2010
Dear
Shareholders:
We are
pleased to be writing to you as the Chairman and CEO and as the President of the
newly established IMH Financial Corporation — to advise you formally that on
June 18, 2010, the independent inspector of elections certified the final
results of our proposed consent solicitation. Of the total responses
submitted during the prescribed Conversion Transaction period, 89.05% (41,981
units) voted in favor of the Conversion Transactions, 10.54% (4,968 units) voted
against, and 0.41% (193 units) abstained. With respect to approving
the proposed IMH Financial Corporation Employee Stock Incentive Plan, 77.82%
(36,757 units) voted for the plan, 19.26% (9,098 units) voted against, and 2.91%
(1,376 units) abstained. The Company would like to thank each of you
for devoting the time needed to read carefully the comprehensive documents we
were required to file with the Securities and Exchange Commission on behalf of
the proposed Conversion Transactions, and we are especially grateful for the
clear expression of strong support reflected in these voting
percentages.
Now that
IMH Financial Corporation is indeed a “C” corporation, we have embarked on the
detailed business plan approved by the Members — to seek to generate value and
dividends for every investor as well as to provide an opportunity for liquidity
for those who seek it. The Company’s commitment to every shareholder
will inform each decision we make as we continue to work toward our goal of
listing and trading IMH Financial Corporation on a national
exchange.
The
Company has emerged from the recent period of transformation infused with an
even stronger sense of optimism and a strategic clarity tailored to the market
and its opportunities. We are moving forward strategically to realize the full
potential of IMH Financial Corporation, the planned IPO as referenced in the
S-4, as well as the value of our substantial real estate/loan
portfolio. We believe that the creation of IMH Financial Corporation
will provide a strong and flexible platform to take advantage of the increasing
opportunities in the capital markets to produce income, increase value, and
generate liquidity.
The
Company expects to communicate with you in the course of our filings with the
Securities and Exchange Commission.
Thank you
for your continued encouragement and support.
Our very
best regards,
|
Shane
Albers
|
Will
Meris
|
|
Chairman
and CEO
|
President
|
Forward-Looking
Statements
This
communication contains certain forward-looking
statements. Forward-looking statements relate to expectations,
beliefs, projections, future plans and strategies, anticipated events or trends
and similar expressions concerning matters that are not historical facts. In
some cases, you can identify forward looking statements by terms such as
“anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “likely,”
“may,” “plan,” “potential,” “should” and “would” or the negative of these terms
or other comparable terminology. The forward-looking statements are
based on our beliefs, assumptions and expectations of our future performance,
taking into account all information currently available to us. These beliefs,
assumptions and expectations can change as a result of many possible events or
factors, not all of which are known to us or are within our control. If a change
occurs, our business, financial condition, liquidity and results of operations
may vary materially from those expressed in our forward-looking statements. Risk
factors include, without limitation, (i) the risk that the economy and real
estate and other markets will not improve, which could harm our ability to sell
or dispose of the assets we own and the ability of our borrowers to pay
obligations under, or repay our commercial mortgage loans on maturity or obtain
take-out financing in a timely manner, on reasonable terms, or at all, which
would harm our liquidity and operating results; (ii) the risk that we may not be
able to complete an initial public offering and the lack of assurance that even
if we completing a listing or initial public offering, an established and liquid
trading market for IMH Financial Corporation common stock may not develop; (iii)
the risks that if our liquidity continues to dissipate and we are unable to meet
our obligations, we may be forced to sell certain of our assets for a price at
or below the current book value of the assets, which could result in a
loss, (iv) the risks generally associated with the lending to, and
ownership of, real estate related assets, including changing economic
conditions, environmental risks, unforeseen statutory and regulatory changes,
the cost of and ability to obtain insurance and risks related to developing and
leasing of propertied, and (v) potential litigation associated with the
Conversion Transactions, all as more fully discussed with other risks
that could cause results to differ from those suggested or intended in any
forward-looking statements, under the heading entitled “Risk Factors” in the
definitive consent solicitation/prospectus filed pursuant to Rule 424(b), our
Annual Report on Form 10-K for the fiscal year ended December 31, 2009 as
amended and subsequent Quarterly Reports on Form 10-Q and other filings with the
SEC. These forward-looking statements are made only as of the date
hereof and we undertake no obligation, and disclaim any duty, other than to the
extent that may be required by the federal securities laws, to update or revise
any forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.