Thornburg Mortgage Announces Extension of Exchange Offer and Consent Solicitation for All Series of Preferred Stock
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Thornburg Mortgage, Inc. (NYSE:TMA), announced today that it is
extending the expiration of its exchange offer and consent solicitation
(the "Exchange Offer”)
for all outstanding shares of its 8.00% Series C Cumulative Redeemable
Preferred Stock ("Series C Preferred Stock”),
Series D Adjusting Rate Cumulative Redeemable Preferred Stock ("Series
D Preferred Stock”), 7.50% Series E Cumulative
Convertible Redeemable Preferred Stock ("Series
E Preferred Stock”) and 10% Series F
Cumulative Convertible Redeemable Preferred Stock ("Series
F Preferred Stock” and collectively with the
Series C Preferred Stock, Series D Preferred Stock and Series E
Preferred Stock, the "Preferred Stock”)
from 10:00 a.m., New York City time, on August 20, 2008 to 12:01 a.m.,
New York City time, on September 2, 2008, unless further extended or
terminated by the company.
The company intends to file its Form 10-Q for the quarter ended June 30,
2008, on or before August 22, 2008. The Securities and Exchange
Commission (the "SEC”)
requires that shareholders be given an additional five business days
during which they can review the release of this new material financial
information prior to the expiration of the Exchange Offer. In order to
provide holders of the Preferred Stock with this additional time, the
Exchange Offer will now expire at 12:01 a.m., New York City time, on
September 2, 2008, unless further extended or terminated by the company.
As of 5:00 p.m., New York City time, on August 19, 2008, holders of
Preferred Stock had tendered approximately (i) 88.7% (5,786,035 shares)
of the Series C Preferred Stock; (ii) 83.5% (3,340,873 shares) of the
Series D Preferred Stock; (iii) 91.7% (2,900,546 shares) of the Series E
Preferred Stock and (iv) 96.2% (29,161,031 shares) of the Series F
Preferred Stock.
Shareholders who participate in the Exchange Offer will receive $5.00 in
cash and 3.5 shares of the company’s common
stock for each share of Preferred Stock validly tendered and accepted.
Holders of the Preferred Stock who have previously tendered their shares
of Preferred Stock continue to have the right to revoke such tenders at
any time prior to the new expiration date by complying with the
revocation procedures set forth in the Offering Circular relating to the
Exchange Offer.
The Exchange Offer 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, afforded by Section 3(a)(9) of the
Securities Act. Investor inquiries about the Exchange Offer should be
directed to the company at 866-222-2093 (toll free). Holders of the
Preferred Stock are urged to read the Offering Circular which has been
filed with the SEC, which contains important information regarding the
Exchange Offer. Requests for copies of the Offering Circular and related
documents may be directed to Georgeson Inc., the information agent for
the Exchange Offer, at 866-399-8748 (toll free). The Offering Circular
and other information regarding the Exchange Offer may also be obtained
through the SEC's Web site at www.sec.gov
and the company’s Web site 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 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 impact of the March 31, 2008,
financing transaction, the company’s ability
to meet the ongoing conditions of the Override Agreement; general
economic conditions; ongoing volatility in the mortgage and
mortgage-backed securities markets; the company’s
ability to complete the Exchange Offer 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; changes in the market
prices for mortgage securities, changes in yields on adjustable and
variable rate mortgage assets available for purchase, changes in
interest rates, changes in the yield curve, changes in prepayment rates,
changes in the supply of mortgage-backed securities and loans, the
company’s ability to obtain financing and the
terms of any financing that the company does obtain, the company’s
ability to meet margin calls, the company’s
ability to continue as a going concern 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, its Proxy Statement for the
Exchange Offer Solicitation 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.