Thornburg Mortgage Announces Commencement of Exchange Offer and Consent Solicitation for All Outstanding Preferred Stock
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Thornburg Mortgage, Inc. (NYSE: TMA) announced today that it is
commencing an exchange offer for all outstanding shares of its Series C,
Series D, Series E and Series F preferred stock (the "Exchange
Offer”). In connection with the Exchange
Offer, the company is also soliciting consents from holders of each
series of preferred stock to amend the company’s
Charter to modify the terms of such series of preferred stock (the "Consent
Solicitation”). Holders may not tender their
shares of preferred stock in the Exchange Offer and Consent Solicitation
without consenting to each of the applicable proposed Charter amendments.
The company is offering $5.00 in cash and 3.5 shares of the company’s
common stock for each share of preferred stock validly tendered in the
Exchange Offer and Consent Solicitation. The Exchange Offer and Consent
Solicitation will expire at 10:00 a.m., Eastern time, on August 20,
2008, unless extended or terminated by the company. There are a number
of conditions to the company’s obligation to
accept the shares of preferred stock tendered and consents delivered and
to pay the consideration offered, including that it receive valid
tenders for at least 66 2/3% of the aggregate liquidation preference of
each series of the company’s outstanding
Series C, D, E and F Preferred Stock. The terms of the Exchange Offer
and Consent Solicitation are set forth in more detail in the company’s
Offering Circular dated July 23, 2008 and related materials.
Thornburg Mortgage is making this Exchange Offer and Consent
Solicitation as part of the financing transaction the company entered
into with various investors on March 31, 2008. Upon successful
completion of the Exchange Offer and Consent Solicitation, the annual
interest rate on the company’s Senior
Subordinated Secured Notes due 2015 will be lowered from 18% to 12%,
resulting in savings of approximately $69 million per year in interest
payments until maturity or until the company’s
Senior Subordinated Secured Notes are earlier redeemed or repurchased.
Additionally, the successful completion of the Exchange Offer and
Consent Solicitation will result in the termination of the Principal
Participation Agreement, 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.
The Exchange Offer and Consent Solicitation is being made to holders of
Preferred Stock in reliance upon the exemption from the registration
requirements of the Securities Act of 1933, as amended (the "Securities
Act”), afforded by Section 3(a)(9) of the
Securities Act. Investor inquiries about the Exchange Offer and Consent
Solicitation should be directed to the company at 888-310-7466 (toll
free). Requests for copies of the Offering Circular and related
documents may be directed to Georgeson Inc., the information agent for
the Exchange Offer and Consent Solicitation, at 866-399-8748 (toll
free). More information regarding the Exchange Offer and Consent
Solicitation can be found at www.thornburgmortgagetender.com.
This press release shall not constitute an offer to purchase or a
solicitation of acceptance of the offer, which may be made only pursuant
to the terms of the Offering Circular and the related materials.
Thornburg Mortgage is a leading single-family residential mortgage
lender focused principally on prime and super-prime borrowers seeking
jumbo and super-jumbo adjustable-rate mortgages.
This press release contains forward-looking statements. These
forward-looking statements are based on management’s
current expectations and are subject to uncertainty and changes in
circumstance due to a number of factors, including but not limited to:
the impact of the March 31, 2008 financing transaction and the Override
Agreement; general economic conditions; ongoing volatility in the
mortgage and mortgage-backed securities industry; the company’s
ability to meet the ongoing conditions of the Override Agreement; the
company’s ability to complete the Exchange
Offer and Consent Solicitation for all of its outstanding preferred
stock; the company’s ability to raise
additional capital; the company’s ability to
retain or sell additional assets; market prices for mortgage securities,
changes in interest rates, the availability of ARM securities and loans
for acquisition and other risk factors discussed in the company's SEC
reports, including its most recent quarterly report on Form 10-Q, annual
report on Form 10-K/A, its Proxy Statement for its Annual Meeting held
on June 12, 2008 and its Registration Statement on Form S-3. 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.