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 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.