NEW YORK MORTGAGE TRUST,INC. (NASDAQ:NYMT) Files An 8-K Entry into a Material Definitive Agreement

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NEW YORK MORTGAGE TRUST,INC. (NASDAQ:NYMT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry Into a Material Definitive Agreement.

On October5, 2017, New York Mortgage Trust,Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley& Co. LLC, UBS Securities LLC and Keefe, Bruyette& Woods,Inc., as representatives of the underwriters named therein (the “Underwriters”), relating to the offer and sale of 5,000,000 shares of the Company’s 8.00% SeriesD Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share, liquidation preference $25.00 per share (“SeriesD Preferred Stock”). In addition, the Company granted the Underwriters a 30-day option to purchase up to an additional 750,000 shares of SeriesD Preferred Stock on the same terms and conditions. The closing of the offering, which is subject to customary closing conditions, is expected to occur on October13, 2017. The closing of the offering of 5,000,000 shares of SeriesD Preferred Stock is expected to result in total net proceeds to the Company of approximately $120.8 million after deduction of underwriting discounts and commissions and estimated offering expenses.

The Underwriting Agreement contains customary representations, warranties and covenants by the Company.The Company also agreed to indemnify the Underwriters against certain specified types of liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the Underwriters may be required to make in respect of these liabilities. In the ordinary course of business, the Underwriters or their affiliates may in the future engage in various financing, commercial banking and investment banking services with, and provide financial advisory services to, the Company and its affiliates for which they may receive customary fees and expenses.

The shares of SeriesD Preferred Stock were issued to the Company’s shelf registration statement on FormS-3 (File No.333-213316), which automatically became effective upon filing with the Securities and Exchange Commission on August25, 2016.

A copy of the Underwriting Agreement is attached hereto as Exhibit1.1 and is incorporated herein by reference.The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement. In connection with the filing of the Underwriting Agreement, the Company is filing the opinions of its special Maryland counsel, Venable LLP, and tax counsel, Vinson& Elkins L.L.P., as Exhibits 5.1 and 8.1 hereto, respectively.

Item 3.03. Material Modification to Rights of Security Holders.

On October10, 2017, the Company filed Articles Supplementary (the “Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland to designate 5,750,000 shares of the Company’s authorized but unissued preferred stock, $0.01 par value per share, as shares of 8.00% SeriesD Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, with the powers, designations, preferences and other rights as set forth therein. The Articles Supplementary became effective upon their acceptance for record on October10, 2017.

The Articles Supplementary provide that the Company will pay, when and if authorized by the Board of Directors of the Company and declared by the Company, cumulative cash dividends (i)at the fixed rate of 8.00% of the $25.00 liquidation preference (equivalent to $2.00 per annum per share) from and including the original issue date, which is anticipated to be October13, 2017, to, but excluding, October15, 2027 and (ii)at a floating rate equal to three-month LIBOR as calculated on each dividend determination date plus a spread of 5.695% per annum of the $25.00 per share liquidation preference from and including October15, 2027 on the SeriesD Preferred Stock, in arrears, on the 15th day of January, April, Julyand Octoberof each year (provided that if any dividend payment date is not a business day, then the dividend which would otherwise have been payable on that dividend payment date may be paid on the next succeeding business day).

The SeriesD Preferred Stock is not redeemable by the Company prior to October15, 2027, except to ArticleVII of the Company’s charter, including under circumstances intended to preserve its qualification as a REIT for U.S. federal income tax purposes and except upon the occurrence of a Change of Control (as defined in the Articles Supplementary). On and after October15, 2027, the Company may, at its option, subject to certain procedural requirements, redeem the SeriesD Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price equal to $25.00 per share, plus any accumulated and unpaid dividends thereon (whether or not authorized or declared) to, but excluding, the date fixed for redemption, without interest.

In addition, upon the occurrence of a Change of Control, the Company may, at its option, redeem the SeriesD Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control occurred, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends thereon (whether or not authorized or declared) to, but not including, the date fixed for redemption.

The SeriesD Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless repurchased or redeemed by the Company or converted into the Company’s common stock in connection with a Change of Control by the holders of SeriesD Preferred Stock.

Upon the occurrence of a Change of Control, each holder of SeriesD Preferred Stock will have the right (unless the Company has exercised its right to redeem the SeriesD Preferred Stock in whole or in part, as described above, prior to the Change of Control Conversion Date (as defined in the Articles Supplementary)) to convert some or all of the SeriesD Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of our common stock per share of SeriesD Preferred Stock to be converted equal to the lesser of:

in each case, on the terms and subject to the conditions described in the Articles Supplementary, including provisions for the receipt, under specified circumstances, of alternative consideration.

There are restrictions on ownership of the SeriesD Preferred Stock intended to preserve the Company’s qualification as a REIT. Except under limited circumstances, holders of the SeriesD Preferred Stock generally have no voting rights.

A copy of the Articles Supplementary and form of SeriesD Preferred Stock certificate are filed as Exhibits 3.1 and 4.1, respectively, to this Current Report on Form8-K, and the information in the Articles Supplementary is incorporated into this Item 3.03 by reference. The description of the terms of the Articles Supplementary in this Item 3.03 is qualified in its entirety by reference to Exhibit3.1 hereto.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth above under Item 3.03 of this Current Report on Form8-K is hereby incorporated by reference into this Item 5.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith:


NEW YORK MORTGAGE TRUST INC Exhibit
EX-1.1 2 a17-23067_2ex1d1.htm EX-1.1 Exhibit 1.1   NEW YORK MORTGAGE TRUST,…
To view the full exhibit click here

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.

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