8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 1, 2005
NEW YORK MORTGAGE TRUST, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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001-32216 |
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47-0934168 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
1301 Avenue of the Americas
New York, New York 10019
(Address and zip code of
principal executive offices)
Registrants telephone number, including area code:
(212) 634-9400
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 1.01. |
Entry Into a Material Definitive Agreement. |
On September 1, 2005, The New York Mortgage Company, LLC
(NYMC), a taxable REIT subsidiary of New York
Mortgage Trust, Inc. (the Company), completed the
issuance and sale in a private placement of $20,000,000 in
aggregate principal amount of trust preferred securities (the
Trust Preferred Securities) issued by NYMCs
wholly-owned subsidiary, NYM Preferred Trust II (the
Trust). The Trust Preferred Securities mature on
October 30, 2035 and may be called at par by the Company
any time after October 30, 2010, and require quarterly
distributions of interest by the Trust to the holder of the
Trust Preferred Securities. Distributions will be payable
quarterly at a fixed interest rate equal to 8.35% per annum
through October 30, 2010 and then will be payable at a
floating interest rate equal to the London Interbank Offered
Rate (LIBOR) rate plus 395 basis points per
annum. The Trust simultaneously issued one of the Trusts
common securities (the Common Securities) to NYMC
for a purchase price of $619,000, which constitutes all of the
issued and outstanding common securities of the Trust.
The Trust used the proceeds from the sale of the Trust Preferred
Securities together with the proceeds from the sale of the
Common Securities to purchase $20,619,000 in aggregate principal
amount of unsecured junior subordinated notes due
October 30, 2035 issued by NYMC (the Junior
Subordinated Notes). The net proceeds to NYMC from the
sale of the Junior Subordinated Notes to the Trust will be used
by the Company for general corporate purposes, including
investment, on a leveraged basis, in AAA-rated or Fannie Mae or
Freddie Mac guaranteed residential mortgage-backed securities
for the Companys investment portfolio.
The Junior Subordinated Notes were issued pursuant to a Junior
Subordinated Indenture, dated September 1, 2005 (the
Indenture), between NYMC and JPMorgan Chase Bank,
National Association, as trustee. The terms of the Junior
Subordinated Notes are substantially the same as the terms of
the Trust Preferred Securities. The interest payments on the
Junior Subordinated Notes paid by NYMC will be used by the Trust
to pay the quarterly distributions to the holders of the Trust
Preferred Securities. The Indenture permits the Company to
redeem the Junior Subordinated Notes (and thus a like amount of
the Preferred Trust Securities) on or after October 30,
2010. If the Company redeems any amount of the Junior
Subordinated Notes, the Trust must redeem a like amount of the
Trust Preferred Securities.
The terms of the Trust Preferred Securities are governed by an
Amended and Restated Trust Agreement, dated September 1,
2005 (the Trust Agreement), among NYMC, as
depositor, JPMorgan Chase Bank, National Association, as
property trustee, Chase Bank USA, National Association, as
Delaware trustee and the Administrative Trustees named therein
and the holders from time to time of undivided beneficial
interests in the assets of the Trust. Under the terms of the
Trust Preferred Securities, an event of default generally occurs
upon:
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non-payment of interest on the Junior Subordinated Notes when it
becomes due and payable, and continuance of the default for a
period of 30 days; |
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non-payment of the principal of, or any premium on, the Junior
Subordinated Notes at their maturity; |
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NYMCs failure to comply with its covenants or certain
other provisions of the Indenture, which failure continues for a
period of 30 days after NYMC receives notice of such
failure; |
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non-payment of any distribution on the Trust Securities when it
becomes due and payable, and continuance of the default for a
period of 30 days; |
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non-payment of the redemption price of any Trust Security when
it becomes due and payable; |
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the Trustees failure to comply in any material respect
with any covenants or certain other provisions of the Trust
Agreement, which failure continues for a period of 30 days
after the Trustees and NYMC receive notice of such
failure; or |
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bankruptcy or liquidation of NYMC or of the Trust. |
In connection with the offering of Trust Preferred Securities,
the Company entered into a Parent Guarantee Agreement with
JPMorgan Chase Bank, National Association, as guarantee trustee,
dated September 1, 2005 (the Parent Guarantee
Agreement), for the purpose of guaranteeing the payment,
after
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the expiration of any grace or cure period, of any amounts to be
paid by NYMC under the terms of the Indenture. The obligations
of the Company under the Parent Guarantee Agreement constitute
unsecured obligations of the Company and rank subordinate and
junior to all senior debt of the Company. The Parent Guarantee
Agreement shall terminate upon the full payment of the
redemption price for the Trust Preferred Securities or full
payment of the Junior Subordinated Notes upon liquidation of the
Trust.
The offering of the Trust Preferred Securities was conducted
pursuant to a Purchase Agreement, dated as of September 1,
2005, among NYMC, the Company, the Trust and Taberna Preferred
Funding II, Ltd., as the initial purchaser. The preceding
discussion is qualified in its entirety by reference to the
terms of the Indenture, the Trust Agreement, the Parent
Guarantee Agreement and the Purchase Agreement. Copies of the
Indenture, the Trust Agreement, the Parent Guarantee Agreement
and the Purchase Agreement are attached hereto as
Exhibits 4.1, 4.2, 10.1 and 10.2, respectively, and
incorporated herein by reference.
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Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant. |
The information required by this item is included in
Item 1.01 and incorporated herein by reference.
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Item 7.01. |
Regulation FD Disclosure. |
On September 2, 2005, the Company issued a press release
announcing completion of the offering of Trust Preferred
Securities. A copy of the press release is furnished herewith as
Exhibit 99.1 and incorporated herein by reference.
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Item 9.01. |
Financial Statements and Exhibits. |
(c) Exhibits. Exhibits 4.1, 4.2, 10.1 and 10.2
are being filed and Exhibit 99.1 is being furnished
herewith this Current Report on Form 8-K.
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.1 |
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Junior Subordinated Indenture between The New York Mortgage
Company, LLC and JPMorgan Chase Bank, National Association, as
trustee, dated September 1, 2005. |
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Amended and Restated Trust Agreement among The New York
Mortgage Company, LLC, JPMorgan Chase Bank, National
Association, Chase Bank USA, National Association and the
Administrative Trustees named therein, dated September 1,
2005. |
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.1 |
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Parent Guarantee Agreement between New York Mortgage Trust, Inc.
and JPMorgan Chase Bank, National Association, as guarantee
trustee, dated September 1, 2005. |
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Purchase Agreement among The New York Mortgage Company, LLC, New
York Mortgage Trust, Inc., NYM Preferred Trust II and
Taberna Preferred Funding II, Ltd., dated September 1,
2005. |
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99 |
.1 |
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Press Release announcing completion of $20 million offering
of trust preferred securities, dated September 2, 2005. |
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SIGNATURE
Pursuant to the requirements 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.
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NEW YORK MORTGAGE TRUST, INC. |
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(Registrant) |
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Michael I. Wirth |
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Executive Vice President |
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and Chief Financial Officer |
Date: September 6, 2005
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EXHIBIT INDEX
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Exhibit | |
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Description |
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.1 |
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Junior Subordinated Indenture between The New York Mortgage
Company, LLC and JPMorgan Chase Bank, National Association, as
trustee, dated September 1, 2005. |
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.2 |
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Amended and Restated Trust Agreement among The New York Mortgage
Company, LLC, JPMorgan Chase Bank, National Association, Chase
Bank USA, National Association and the Administrative Trustees
named therein, dated September 1, 2005. |
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.1 |
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Parent Guarantee Agreement between New York Mortgage Trust, Inc.
and JPMorgan Chase Bank, National Association, as guarantee
trustee, dated September 1, 2005. |
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.2 |
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Purchase Agreement among The New York Mortgage Company, LLC, New
York Mortgage Trust, Inc., NYM Preferred Trust II and
Taberna Preferred Funding II, Ltd., dated September 1,
2005. |
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99 |
.1 |
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Press Release announcing completion of $20 million offering
of trust preferred securities, dated September 2, 2005. |