UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
ACT OF 1934
For the transition period to __________ from _______________
Commission file number of issuing entity: 333-131328-05
Impac Secured Assets Trust 2007-1
(Exact name of Issuing Entity as specified in its Charter)
Impac Secured Assets Corp.
(Exact name of depositor as specified in its Charter)
Impac Funding Corporation
(Exact name of sponsor as specified in its Charter)
20-8482208
20-8482240
California 20-8482275
(State or other jurisdiction (I.R.S. Employer
incorporation or organization Identification Number)
of issuing entity) of issuing entity)
19500 Jamboree Road
Irvine, California 92612
(Address of principal executive offices (Zip Code of
of issuing entity) issuing entity)
Issuing Entity's telephone number, including area code:
(949) 475-3600
Securities registered pursuant to Section 12(b) of the Act:
None.
Securities registered pursuant to Section 12(g) of the Act:
None.
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No[X]
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes[ ] No[X]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of the
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. Not Applicable.
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer or a smaller
reporting company. See definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2
of the Exchange Act. (Check One):
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated Filer [X] (Do not Check if a smaller reporting company)
Smaller reporting company [ ]
Indicate by check mark whether the registrant is a shell company (as
defined in rule 12b-2 of the Act). [ ] Yes [X] No
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the of the last business day of
the registrant's most recently completed second fiscal quarter
Not Applicable.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference
and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) Any annual report to security holders;
(2) Any proxy or information statement; and (3) Any prospectus filed
pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The
listed documents should be clearly described for identification purposes
(e.g., annual report to security holders for fiscal year ended
December 24, 1980).
See Part IV, Item 15.
PART I
ITEM 1. Business.
Omitted.
ITEM 1A. Risk Factors.
Omitted.
ITEM 1B. Unresolved Staff Comments.
None.
ITEM 2. Properties.
Omitted.
ITEM 3. Legal Proceedings.
Omitted.
ITEM 4. Submission of Matters to a Vote of Security Holders.
Omitted.
PART II
ITEM 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.
Omitted.
ITEM 6. Selected Financial Data.
Omitted.
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Omitted.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
ITEM 8. Financial Statements and Supplementary Data.
Omitted.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Omitted.
ITEM 9A. Controls and Procedures.
Omitted.
ITEM 9A(T). Controls and Procedures.
Omitted.
ITEM 9B. Other Information.
Not Applicable.
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance.
Omitted.
ITEM 11. Executive Compensation.
Omitted.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
Omitted.
ITEM 13. Certain Relationships and Related Transactions, and
Director Independence.
Omitted.
ITEM 14. Principal Accounting Fees and Services.
Omitted.
ADDITIONAL ITEMS REQUIRED BY GENERAL INSTRUCTION J(2)
Item 1112(b) of Regulation AB, Significant Obligor Financial Information.
None.
Item 1114(b)(2) of Regulation AB , Significant Enhancement
Provider Information.
No entity or group of affiliated entities provides any external credit
enhancement or other support for the certificates within this
transaction as described under Item 1114 of Regulation AB.
Item 1115(b) of Regulation AB , Significant Enhancement
Provider Information.
Bear Stearns Financial Products Inc. provides a cap contract and swap
to the trust as disclosed in a 424(b)(5) filing dated February 23, 2007.
No additional disclosure is necessary because the significance
percentage for the cap contract and swap is less than 10%.
Item 1117 of Regulation AB, Legal Proceedings.
The information regarding this item has been previously filed in a
424(b)(5) filing dated February 23, 2007. No applicable updates.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and
Related Transactions.
The information regarding this item has been previously filed in a
424(b)(5) filing dated February 23, 2007.
On March 16, 2008, JPMorgan Chase & Co. ("JPMorgan Chase") announced that
it had entered into an Agreement and Plan of Merger, dated March 16, 2008
(the "Agreement and Plan of Merger"), and subsequently amended by
Amendment No. 1 to the Agreement and Plan of Merger, dated as of March
24, 2008 (such amendment, together with the Agreement and Plan of Merger,
the "Merger Agreement"), with The Bear Stearns Companies Inc., the parent
company of the Bear Stearns Financial Products Inc. The Merger Agreement
provides that, upon the terms and subject to the conditions set forth in
Merger Agreement, a wholly-owned subsidiary of JPMorgan Chase will merge
with and into The Bear Stearns Companies Inc. with The Bear Stearns
Companies Inc. continuing as the surviving corporation and as a wholly-
owned subsidiary of JPMorgan Chase. The Merger Agreement has been
approved by the Boards of Directors of The Bear Stearns Companies Inc.
and JPMorgan Chase and is subject to customary closing conditions,
including stockholder approval. The Federal Reserve, the Office of the
Comptroller of the Currency and other federal agencies have given all
necessary approvals for the merger. The merger is expected to be
completed by the end of the second calendar year quarter of 2008, however
there can be no assurance that the merger will close as contemplated.
In connection with the Merger Agreement, JPMorgan Chase issued an Amended
and Restated Guaranty Agreement, effective as of March 16, 2008 (the
"Guaranty"), guaranteeing the obligations and liabilities of The Bear
Stearns Companies Inc. and certain of its affiliates, including Bear
Stearns Financial Products Inc.'s obligations under interest rate swap
Agreement and cap contracts. A copy of the Guaranty is filed as Exhibit
99.1 to this Form 10-K. Except with respect to the addition of this
Guaranty, the terms and conditions of the interest rate swap agreement
and cap contract remain unchanged.
JPMorgan Chase is a financial holding company incorporated under Delaware
law, whose principal office is located in New York, New York. JPMorgan
Chase services include investment banking, financial services for
consumers, small business and commercial banking, financial transaction
processing, asset management, and private equity. A component of the Dow
Jones Industrial Average, JPMorgan Chase serves millions of consumers in
the United States and many of the world's corporate, institutional and
government clients under its JPMorgan and Chase brands.
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria
The Master Servicer has reviewed Item 1122 of Regulation AB and determined
that there were two instances of noncompliance by the Master Servicer with
respect to the Platform:
a. Item 1122 (d)(1)(i) with respect to monitoring of performance
triggers and events of default.
b. Item 1122 (d)(2)(vii) with respect to reconciliations being prepared
within 30 calendar days or such other number of days as specified in
the transaction agreements.
See Item 15 for further discussion.
Item 1123 of Regulation AB, Servicer Compliance Statement
The Master Servicer has reviewed Item 1123 of Regulation AB and determined
that there were two instances of noncompliance by the Master Servicer with
respect to the transaction:
a. Item 1122 (d)(1)(i) with respect to monitoring of performance
triggers and events of default.
b. Item 1122 (d)(2)(vii) with respect to reconciliations being prepared
within 30 calendar days or such other number of days as specified in
the transaction agreements.
See Item 15 for further discussion.
PART IV
ITEM 15. Exhibits, Financial Statement Schedules.
(a) List the following documents filed as a part of the report:
(1) Not Applicable.
(2) Not Applicable.
(3) Exhibits.
1.1 Underwriting Agreement, dated February 14, 2007 among Impac
Funding Corporation, Impac Secured Assets Corp., Impac Mortgage
Holdings Inc., Countrywide Securities Corporation, Bear, Stearns
& Co. Inc. and Merrill Lynch & Co. (As previously filed on Form
8-K filed on March 12, 2007 and hereby incorporated by reference
into this report on Form 10-K)
4.1 Pooling and Servicing Agreement, dated as of February 1, 2007
among Impac Secured Assets Corp., Impac Funding Corporation and
Deutsche Bank National Trust Company. (As previously filed on
Form 8-K filed on March 12, 2007 and hereby incorporated by
reference into this report on Form 10-K)
Exhibit 33.1 Impac Funding Corporation's Annual Report on
Assessment of Compliance for Year End December 31, 2007.
Exhibit 33.2 Countrywide Financial Corporation's Annual
Report on Assessment of Compliance for Year End
December 31, 2007.
Exhibit 33.3 Deutsche Bank National Trust Company's Annual Report
on Assessment of Compliance for Year End December 31, 2007.
Exhibit 34.1 Impac Funding Corporation's Annual Attestation
Report on Assessment of Compliance with Servicing Criteria for
Year End December 31, 2007.
Exhibit 34.2 Countrywide Financial Corporation's Annual
Attestation Report on Assessment of Compliance with Servicing
Criteria for Year End December 31, 2007.
Exhibit 34.3 Deutsche Bank National Trust Company's Annual
Attestation Report on Assessment of Compliance with Servicing
Criteria for Year End December 31, 2007.
Exhibit 35.1 Impac Funding Corporation's Annual Statement of
Compliance for Year End December 31, 2007.
Exhibit 35.2 Countrywide Home Loans Servicing LP's Annual
Statement of Compliance for Year End December 31, 2007.
(b) See (a) above.
(c) Not Applicable.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
By: Impac Funding Corporation,
as Master Servicer on behalf of the Registrant
By: /s/ Mario Fegan
Mario Fegan
(Senior Officer in Charge of
the Servicing Function of the Master Servicer)
Date: March 31, 2008
EXHIBIT INDEX
Exhibit Document
1.1 Underwriting Agreement, dated February 14, 2007 among Impac
Funding Corporation, Impac Secured Assets Corp., Impac Mortgage
Holdings Inc., Countrywide Securities Corporation, Bear, Stearns
& Co. Inc. and Merrill Lynch & Co. (As previously filed on Form
8-K filed on March 12, 2007 and hereby incorporated by reference
into this report on Form 10-K)
4.1 Pooling and Servicing Agreement, dated as of February 1, 2007
among Impac Secured Assets Corp., Impac Funding Corporation and
Deutsche Bank National Trust Company. (As previously filed on
Form 8-K filed on March 12, 2007 and hereby incorporated by
reference into this report on Form 10-K)
31 Section 302 Certification.
33.1 Impac Funding Corporation's Annual Report on Assessment of
Compliance for Year End December 31, 2007.
33.2 Countrywide Financial Corporation's Annual Report on Assessment
of Compliance for Year End December 31, 2007.
33.3 Deutsche Bank National Trust Company's Annual Report on Assessment
of Compliance for Year End December 31, 2007.
34.1 Attestation Report on Assessment of Compliance with Servicing
Criteria for Impac Funding Corporation's Report for Year End
December 31, 2007.
34.2 Attestation Report on Assessment of Compliance with Servicing
Criteria for Countrywide Financial Corporation's Report for Year
End December 31, 2007.
34.3 Attestation Report on Assessment of Compliance with Servicing
Criteria for Deutsche Bank National Trust Company's Annual Report
for Year End December 31, 2007.
35.1 Impac Funding Corporation's Annual Statement of Compliance for
Year End December 31, 2007.
35.2 Countrywide Home Loans Servicing LP's Annual Statement of
Compliance for Year End December 31, 2007.