NEW YORK MORTGAGE TRUST, INC. (NASDAQ:NYMT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.Entry into a Material Definitive Agreement.
On August 10, 2017, New York Mortgage Trust, Inc. (the “Company”) entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Credit Suisse Securities (USA) LLC (“Credit Suisse”), to which the Company may offer and sell shares of its common stock, par value $0.01 per share (“Common Stock”), having a maximum aggregate sales price of up to $100,000,000 (the “Offered Shares”), from time to time through Credit Suisse.
to the Equity Distribution Agreement, the Offered Shares may be offered and sold through Credit Suisse in transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on theNASDAQ Global SelectMarket, the existing trading market for the Common Stock, sales made to or through a market maker other than on an exchange or, if specified in a written notice from the Company, in negotiated transactions. Under the terms of the Equity Distribution Agreement, the Company may also sell the Offered Shares to Credit Suisse as principal for its own account at a price agreed upon at the time of sale. If the Company sells the Offered Shares to Credit Suisse as principal, the Company will enter into a separate terms agreement with Credit Suisse. Under the Equity Distribution Agreement, Credit Suisse will be entitled to compensation of up to 2.0% of the gross proceeds from the sale of the Offered Shares sold through it from time to time to the terms of the Equity Distribution Agreement. The Company has no obligation to sell any of the Offered Shares under the Equity Distribution Agreement and may at any time suspend solicitations and offers under the Equity Distribution Agreement.
The Equity Distribution Agreement contains customary representations, warranties and covenants by the Company.The Company also agreed to indemnify Credit Suisse against certain specified types of liabilities, including liabilities under the Securities Act of 1933, and to contribute to payments Credit Suisse may be required to make in respect of these liabilities. From time to time, in the ordinary course of business, Credit Suisse and its affiliates have provided, and in the future may continue to provide, investment banking services to the Company and have received fees for the rendering of such services.In addition, Credit Suisse and its affiliates currently provide, and in the future may continue to provide, similar or other banking and financial services to the Company.
The Equity Distribution Agreement and related “at-the-market” offering replaces the Company’s prior equity distribution agreements with JMP Securities LLC and Ladenburg Thalmann & Co. Inc. dated as of March 20, 2015 and August 25, 2016, respectively (the “Prior Agreements”), which provided for the issuance of Common Stock and shares of the Company’s 7.75% Series B Cumulative Redeemable Preferred Stock from time to time in transactions that were deemed to be “at the market” offerings. The Prior Agreements were terminated effective on August 7, 2017, to a notice of termination dated August 4, 2017. Of the $75,000,000 of securities that the Company could have sold from time to time under the Prior Agreements, approximately $39.3 millionof securities were unsold as of August 7, 2017.
The Equity Distribution Agreement is filed as Exhibit1.1 to this Current Report on Form8-K, and is incorporated herein by reference. The foregoing description of the Equity Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the Equity Distribution Agreement filed herewith as an exhibit to this Current Report on Form8-K.
The Offered Shares will be issued to the Company’s automatic shelf registration statement filed with the Securities and Exchange Commission on August 25, 2016 (File No.333-213316), a base prospectus, dated August 25, 2016, included as part of the registration statement, and a prospectus supplement, dated August 10, 2017, filed with the Securities and Exchange Commission to Rule 424(b) under the Securities Act.
In connection with the filing of the Equity Distribution Agreement, the Company is filing as Exhibit5.1 hereto the opinion of its Maryland counsel, Venable LLP.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there been any sale of securities 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.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is being furnished herewith this Current Report on Form 8-K.
Equity Distribution Agreement, dated August 10, 2017, by and between New York Mortgage Trust, Inc. and Credit Suisse Securities (USA) LLC.
Opinion of Venable LLP regarding the validity of the Offered Shares.
Consent of Venable LLP (included in Exhibit 5.1 hereto).
NEW YORK MORTGAGE TRUST INC ExhibitEX-1.1 2 exhibit11equitydistributio.htm EXHIBIT 1.1 Exhibit Exhibit 1.1New York Mortgage Trust,…To view the full exhibit click
About NEW YORK MORTGAGE TRUST, INC. (NASDAQ:NYMT)
New York Mortgage Trust, Inc. is a real estate investment trust. The Company is engaged in the business of acquiring, investing in, financing and managing primarily mortgage-related assets and financial assets. Its investment portfolio includes residential mortgage loans, including second mortgages and loans sourced from distressed markets, multi-family commercial mortgage-backed securities (CMBS), mezzanine loans to and preferred equity investments in owners of multi-family properties, equity and debt securities issued by entities that invest in residential and commercial real estate and commercial real estate-related debt investments, and Agency residential mortgage-backed securities (RMBS). It may also acquire and manage various other types of mortgage-related and financial assets, including non-Agency RMBS, collateralized mortgage obligations and securities issued by newly originated residential securitizations, including credit sensitive securities from these securitizations.