Thornburg Mortgage Announces Expiration of Exchange Offer & Consent Solicitation for All Series of Preferred Stock & Acceptan...
20 11월 2008 - 10:18AM
Business Wire
Thornburg Mortgage, Inc. (NYSE: TMA), announced today that the
Exchange Offer and Consent Solicitation for all of the company�s
outstanding shares of 8.00% Series C Cumulative Redeemable
Preferred Stock (the �Series C Preferred Stock�), Series D
Adjusting Rate Cumulative Redeemable Preferred Stock (the �Series D
Preferred Stock�), 7.50% Series E Cumulative Convertible Redeemable
Preferred Stock (the �Series E Preferred Stock�) and 10% Series F
Cumulative Convertible Redeemable Preferred Stock (the �Series F
Preferred Stock� and, collectively, the �Preferred Stock�) has
expired and that the company has accepted valid tenders of at least
66 2/3% of each series of the Preferred Stock. As of the expiration
of the Exchange Offer and Consent Solicitation at 5:00 p.m., New
York City time, on November 19, 2008, holders of Preferred Stock
had tendered (i) 89.4% (5,834,744 shares) of the Series C Preferred
Stock; (ii) 91.2% (3,646,556 shares) of the Series D Preferred
Stock; (iii) 92.1% (2,913,110 shares) of the Series E Preferred
Stock and (iv) 97.9% (29,692,293 shares) of the Series F Preferred
Stock. Shareholders who participated in the Exchange Offer and
Consent Solicitation will receive 3 shares of the company�s common
stock for each share of Preferred Stock validly tendered and
accepted, and the company will issue a total of 126,260,109 shares
of its common stock in exchange for the shares of Preferred Stock
accepted in the Exchange Offer and Consent Solicitation. In
addition, the company will amend its Charter to modify the terms of
each series of Preferred Stock as described in the Offering
Circular. Following settlement of the Exchange Offer and Consent
Solicitation, approximately 690,256 shares of Series C Preferred
Stock will remain outstanding, approximately 353,444 shares of
Series D Preferred Stock will remain outstanding, approximately
249,390 shares of Series E Preferred Stock will remain outstanding
and approximately 634,422 shares of Series F Preferred Stock will
remain outstanding. Thornburg Mortgage made this Exchange Offer and
Consent Solicitation as part of the financing transaction the
company entered into with various investors on March 31, 2008. By
successfully completing the Exchange Offer and Consent Solicitation
and upon issuance of additional warrants to the participants of the
Principal Participation Agreement (the �PPA�), the annual interest
rate on the company�s Senior Subordinated Secured Notes due 2015
(the �Senior Subordinated Notes�) will be lowered from 18% to 12%,
resulting in savings of approximately $75.9 million per year in
interest payments. Additionally, upon issuance of the additional
warrants, the PPA will expire according to its terms, thereby
allowing the company to retain the monthly principal payments on
the mortgage backed securities collateralizing its reverse
repurchase agreement borrowings once the Override Agreement
terminates in March 2009, after deducting payments due under those
reverse repurchase agreements. Subsequent to the completion of the
Exchange Offer and Consent Solicitation, the Preferred Stock will
no longer meet the continued listing criteria under the NYSE
Listing Company Manual and is expected to be delisted promptly. The
Company does not intend to list the Preferred Stock on any other
national securities exchange. This press release contains
forward-looking statements within the meaning of the federal
securities laws. These forward-looking statements are based on
current expectations, estimates and projections, and are not
guarantees of future performance, events or results. Actual results
and developments could differ materially from those expressed in or
contemplated by the forward-looking statements due to a number of
factors, including but not limited to: the ongoing impact of the
March 31, 2008 financing transaction; the company�s ability to meet
the ongoing conditions of the Override Agreement and successfully
conclude negotiations with the parties thereto with respect to an
amended and restated agreement; general economic conditions; the
company�s ability to meet its interest payment obligations under
its outstanding debt securities and other payment obligations,
including the interest payment on its 8% Senior Notes that was due
on November 17, 2008; ongoing volatility in the mortgage and
mortgage-backed securities industry; the company�s ability to raise
additional capital; the company�s ability to retain or sell
additional assets; further downgrades on our mortgage securities
portfolio, delinquency rates for loans, changes in interest rates
and other risk factors discussed in the company�s SEC reports,
including its most recent quarterly report on Form 10-Q, its annual
report on Form 10-K/A and its current reports on Form 8-K. These
forward-looking statements speak only as of the date on which they
are made and, except as required by law, the company does not
intend to update such statements to reflect events or circumstances
arising after such date.
Thornburg (NYSE:TMA)
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Thornburg (NYSE:TMA)
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