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 January23, 2017, New York Mortgage Trust,Inc., a Maryland
corporation (the Company), completed the issuance and sale to
Nomura Securities International,Inc. (the Underwriter) of $138.0
million aggregate principal amount of its 6.25% Senior
Convertible Notes due 2022 (the Notes), including $18.0 million
aggregate principal amount of the Notes (the Over-Allotment
Option Notes) issued upon exercise of the Underwriters
Over-Allotment Option (defined below), in a public offering to
the Companys registration statement on FormS-3ASR (File
No.333-213316) (the Registration Statement) and a related
prospectus, as supplemented by a preliminary prospectus
supplement, filed with the Securities and Exchange Commission
(the SEC) on January17, 2017 and a final prospectus supplement
filed with the SEC on January19, 2017 to Rule424(b)under the
Securities Act of 1933, as amended (the Securities Act).
The Notes were sold to an underwriting agreement (the
Underwriting Agreement), dated as of January17, 2017, by and
between the Company and the Underwriter, whereby the Company
agreed to sell to the Underwriter and the Underwriter agreed to
purchase from the Company, subject to and upon the terms and
conditions set forth in the Underwriting Agreement, the Notes. to
Underwriting Agreement, the Company granted the Underwriter the
right to purchase, exercisable within a 13-day period, up to an
additional $18.0 million aggregate principal amount of the Notes
solely to cover over-allotments, if any (the Over-Allotment
Option). The Underwriter exercised its option to purchase the
Over-Allotment Option Notes in full on January20, 2017. The
Company made certain customary representations, warranties and
covenants concerning the Company and the Registration Statement
in the Underwriting Agreement and also agreed to indemnify the
Underwriter against certain liabilities, including liabilities
under the Securities Act.
The Notes were issued at 96% of the principal amount, bear
interest at a rate equal to 6.25% per year, payable semiannually
in arrears on January15 and July15 of each year, commencing
July15, 2017 and are expected to mature on January15, 2022 (the
Maturity Date), unless earlier converted or repurchased. The
Company will not have the right to redeem the Notes prior to
maturity and no sinking fund is provided for the Notes.
Holders of the Notes will be permitted to convert their Notes
into shares of the Companys common stock at any time prior to the
close of business on the business day immediately preceding the
Maturity Date. The conversion rate initially equals 142.7144
shares of the Companys common stock per $1,000 principal amount
of Notes, which is equivalent to a conversion price of
approximately $7.01 per share of the Companys common stock, based
on a $1,000 principal amount of the Notes. The conversion rate
will be subject to adjustment upon the occurrence of certain
specified events. In addition, following certain corporate events
that occur prior to the Maturity Date, which are referred to as a
make-whole fundamental change, the Company may be required to
increase the conversion rate for a holder who elects to convert
its Notes in connection with such a corporate event determined by
reference to a table included in the Supplemental Indenture
(defined below), based on the effective date of, and the price
paid (or deemed paid) per share of the Companys common stock in,
such corporate event. Finally, if the Company undergoes a
fundamental change (as defined in the Supplemental Indenture),
holders of the Notes may require the Company to repurchase for
cash all or any portion of their Notes at a repurchase price
equal to 50% of the principal amount of the Notes to be
repurchased,plusaccrued and unpaid interest to, but
excluding, the fundamental change repurchase date.
The Notes were issued under the indenture, dated January23, 2017
(the Base Indenture), as supplemented by the first supplemental
indenture, dated January23, 2017 (the Supplemental Indenture and
together with the Base Indenture, the Indenture), among the
Company and U.S. Bank National Association, as trustee. The Notes
are senior unsecured obligations of the Company that rank senior
in right of payment to the Companys subordinated debentures and
any of its other indebtedness that is expressly subordinated in
right of payment to the Notes; equal in right of payment to any
of the Companys liabilities that are not so subordinated;
effectively junior in right of payment to any of the Companys
secured indebtedness to the extent of the value of the assets
securing such indebtedness; and structurally junior to all
indebtedness and other liabilities of the Companys subsidiaries.
The Indenture contains customary events of default. If there is
an event of default under the Notes, the principal amount of the
Notes, plus accrued and unpaid interest (including additional
interest, if any), may be declared immediately due and payable,
subject to certain conditions set forth in the Indenture. These
amounts
automatically become due and payable in the case of certain
types of bankruptcy or insolvency events of default involving
the Company.
The net proceeds to the Company from the sale of the Notes,
after deducting the underwriters discounts and commissions and
estimated offering expenses, are expected to be approximately
$127.3 million. The Company intends to use the net proceeds of
the offering to acquire its targeted assets and for general
working capital purposes, which may include the repayment of
indebtedness.
Copies of the Underwriting Agreement, the Base Indenture, the
Supplemental Indenture and the form of the Notes are attached
hereto as Exhibit1.1, Exhibit4.1, Exhibit4.2 and Exhibit4.3,
respectively, and are incorporated herein by reference. The
foregoing summaries do not purport to be complete and are
qualified in their entirety by reference to the Underwriting
Agreement, the Base Indenture, the Supplemental Indenture and
the form of the Notes. In connection with the registration of
the Notes under the Securities Act, the legal opinions of
Venable LLP and Vinson Elkins L.L.P. relating to the legality
of the Notes are attached as Exhibit5.1 and Exhibit5.2,
respectively, and the legal opinion of Vinson Elkins L.L.P.
with respect to tax matters is attached as Exhibit8.1, to this
Current Report on Form8-K.
Item 2.03. Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated herein
by reference into this Item 2.03.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.The following exhibits are being filed
herewith:
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1.1 |
Underwriting Agreement, dated as of January17, 2017, by |
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4.1 |
Indenture, dated January23, 2017, between the Company and |
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4.2 |
First Supplemental Indenture, dated January23, 2017, |
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4.3 |
Formof 6.25% Senior Convertible Notes Due 2022 of the |
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5.1 |
Opinion of Venable LLP regarding the legality of the |
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5.2 |
Opinion of Vinson Elkins L.L.P. regarding the legality of |
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8.1 |
Opinion of Vinson Elkins L.L.P. regarding tax matters. |
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23.1 |
Consent of Venable LLP (included in Exhibit5.1 hereto). |
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23.2 |
Consent of Vinson Elkins L.L.P. (included in Exhibits 5.2 |
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. NEW YORK MORTGAGE TRUST, INC. (NASDAQ:NYMT) Recent Trading Information
NEW YORK MORTGAGE TRUST, INC. (NASDAQ:NYMT) closed its last trading session up +0.06 at 6.59 with 1,477,048 shares trading hands.