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”)
to September 16, 2008, at 12:01 a.m. EDT.
Negotiations continue between the company and the parties to the
Override Agreement with respect to the amount, timing, calculation
methodology, and limits of margin calls and agreed upon uses for the
Liquidity Fund. The company currently anticipates that a successful
clarification of the ambiguities in the Override Agreement would allow
the company to complete the Exchange Offer by 12:01 a.m. EDT, on
September 16, 2008, unless further extended or terminated by the company.
On September 8, 2008, holders of Preferred Stock had tendered
approximately (i) 91.3% (5,956,615 shares) of the Series C Preferred
Stock; (ii) 91.6% (3,663,973 shares) of the Series D Preferred Stock;
(iii) 91.5% (2,894,432 shares) of the Series E Preferred Stock and (iv)
71.5% (21,691,663 shares) of the Series F Preferred Stock.
Holders of the Preferred Stock 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. Holders
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 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, 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 and 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 does 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 may contain 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 and ongoing
negotiations with the parties thereto with respect to ambiguities under
such agreement; general economic conditions; ongoing volatility in the
mortgage and mortgage-backed securities industry; 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; market prices for mortgage
securities, 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, 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.