IMPAC MORTGAGE HOLDINGS,INC. (NYSEMKT:IMH) Files An 8-K Entry into a Material Definitive Agreement

IMPAC MORTGAGE HOLDINGS,INC. (NYSEMKT:IMH) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement.

On May5, 2017,Impac Mortgage Holdings,Inc., a Maryland
corporation (the Company), and certain investors entered
into an exchange agreement to which the Company agreed to issue
412,264 shares (the Shares) of its common stock (the
Offering). In October2005, the Company formed Impac
Capital Trust #4 (the Trust) as a special purpose entity
for the sole purpose of issuing $20.6 million of trust preferred
securities. The investors in the Offering held trust preferred
securities with an aggregate liquidation amount of $8.5 million
issued by the Trust. The Company issued subordinated interest
debentures to the Trust due July30, 2035 in exchange for the
proceeds of the offering of the trust preferred securities. The
interest rate on the trust preferred securities is a variable
rate of three-month LIBOR plus 3.75% per annum. At December31,
2016, the interest rate was 4.75%.

On May11, 2017, further to the exchange agreement, the Offering
closed and the investors exchanged the $8.5 million of trust
preferred securities at a discount to par for aggregate
consideration consisting of 412,264 shares of the Companys common
stock. Accrued and unpaid interest on the trust preferred
securities was paid in cash in the aggregate amount of
approximately $14,000.

The Company received no cash proceeds from the issuance of the
Shares. The effect of the Offering was to cause the cancellation
of $8.5 million of subordinated debentures issued by Company to
the Trust further to the issuance of the trust preferred
securities exchanged for the Shares. The Company expects to
discharge and terminate the Indenture dated as of October18,
2005, as amended by the First Supplemental Indenture dated as of
July14, 2009, between the Company and Wilmington Trust Company,
as trustee, and the Amended and Restated Declaration of Trust
dated as of October18, 2005 and Amendment No. 1 dated as of July
14, 2009.

The Shares issued in the Offering were issued to the Companys
effective shelf registration statement on FormS-3 (Registration
No.333-215199) (the Registration Statement) previously
filed with the Securities and Exchange Commission (the
SEC), in accordance with the provisions of the Securities
Act of 1933, as amended (the Securities Act), as
supplemented by a prospectus supplement dated May11, 2017, which
the Company filed with the SEC to Rule424(b)(5)under the
Securities Act.

This Current Report on Form8-K shall not constitute an offer to
sell or a solicitation of an offer to buy any Shares, nor shall
there be any sale of the Shares in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state or other jurisdiction.

The exchange agreement is filed as Exhibit10.1 to this Current
Report on Form8-K and is incorporated herein by reference. The
foregoing description of the exchange agreement and the
transactions contemplated thereby is qualified in its entirety by
reference to Exhibit10.1.

This report is being filed for the purpose of filing Exhibit5.1
and Exhibit23.1 as exhibits to the Registration Statement and
such exhibits are hereby incorporated by reference into the
Registration Statement.

About IMPAC MORTGAGE HOLDINGS, INC. (NYSEMKT:IMH)
Impac Mortgage Holdings, Inc. is an independent residential mortgage lender. The Company operates through three segments: Mortgage Lending, Real Estate Services and Long-Term Mortgage Portfolio. It originates, sells and services conventional, conforming agency and Government insured residential mortgage loans. Its Real Estate Services segment provides various real estate related services and loss mitigation services, including managing distressed mortgage portfolios and foreclosed real estate assets; surveillance services for residential and multifamily mortgage portfolios; loan modification services, and the master servicing on various residential mortgage and multifamily loan pools for loans. It manages its long-term mortgage portfolio, which consists of residual interests in the securitization trusts reflected as trust assets and liabilities. Its Corporate segment includes corporate services groups, such as information technology, human resources, legal, facilities and accounting. IMPAC MORTGAGE HOLDINGS, INC. (NYSEMKT:IMH) Recent Trading Information
IMPAC MORTGAGE HOLDINGS, INC. (NYSEMKT:IMH) closed its last trading session down -0.28 at 16.78 with 228,704 shares trading hands.