Thornburg Mortgage, Inc. (NYSE:TMA), announced 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 12:01 a.m. EDT, on September 26, 2008 to 5:00 p.m., EDT on
September 30, 2008, unless further extended or terminated by the company.
On September 25, 2008, holders of Preferred Stock had tendered
approximately (i) 93.6% (6,106,205 shares) of the Series C Preferred
Stock; (ii) 94.9% (3,797,379 shares) of the Series D Preferred Stock;
(iii) 95.0% (3,005,599 shares) of the Series E Preferred Stock and (iv)
98.3% (29,810,121 shares) of the Series F Preferred Stock.
Holders who wish to tender their shares of Preferred Stock must deliver,
or cause to be delivered, their shares and other required documents to
the exchange agent before the expiration date.
Despite this extension, for reasons previously disclosed, Thornburg
Mortgage continues to believe that it may not be able to close the
Exchange Offer unless the company reaches a satisfactory agreement with
the reverse repurchase agreement counterparties that are party to the
Override Agreement dated as of March 17, 2008, as amended (the "Override
Agreement”), who are asserting positions that
are contrary to the company’s understanding
with respect to the rights and obligations of the company and the
counterparties, respectively, under various agreements. Negotiations
between the company and the counterparties are currently on-going, but
unless a satisfactory agreement is reached with the counterparties, the
conditions that the exchange offer complies with applicable law cannot
be satisfied at the present time because Maryland law prohibits the
company from paying the cash portion of the consideration offered in the
Exchange Offer if, after making the payment, the company would not be
able to pay its debts as they become due in the usual course of business
or the company’s total assets would be less
than the sum of its total liabilities. The company continues to attempt
to resolve these issues in order to consummate the Exchange Offer, but
at this time there can be no assurance that the conditions to closing
the Exchange Offer will be satisfied prior to its expiration.
Because of the cash constraints that have been imposed on the company by
the Override Agreement counterparties, both in respect of their actions
to date and in respect of the prospect of additional margin calls and
withholdings of cash in the future, Thornburg Mortgage has requested a
consent from the holders of its Senior Subordinated Secured Notes due
2015 (the "Senior Subordinated Secured Notes”)
to agree to accept the interest payment due on their notes on September
30, 2008 in the form of additional Senior Subordinated Secured Notes in
principal amount equal to the cash interest payable. All Senior
Subordinated Secured Notes will continue to bear interest at a rate of
18% per annum until the Triggering Events, as defined in the indenture
governing the Senior Subordinated Secured Notes, are satisfied. Absent
improvement in the company’s current
liquidity position, holders of at least 98% of the $1.15 billion
aggregate principal amount of Senior Subordinated Secured Notes
currently outstanding are being requested to agree to the company’s
request to forego the receipt of cash interest in order for the company
to be able to make the interest payment due on September 30, 2008 and
avoid a default. MatlinPatterson Global Investment Advisers and its
affiliates, which together hold more than 40% of the outstanding
aggregate principal amount of these notes, have stated that they
currently intend to agree to the company’s
request. The successful completion of this consent solicitation of the
holders of Senior Subordinated Secured Notes will not, by itself, enable
Thornburg Mortgage to satisfy the conditions to closing 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) thereof.
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 dated July 23, 2008 (the "Offering
Circular”) and all supplements thereto, which
have been filed with the SEC and contains important information
regarding the Exchange Offer. Requests for copies of the Offering
Circular, all supplements thereto 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, all supplements thereto
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.
On September 23, 2008, the Board of Directors of the company reaffirmed
their approval of a one-for-ten reverse split of the company’s
common stock, which will become effective on Monday, September 29, 2008.
The reverse stock split was implemented to cure a deficiency under
Section 802.01C of the New York Stock Exchange Listed Company Manual
that resulted from the average closing price of the company’s
common stock falling below $1.00 for more than 30 consecutive trading
days.
Pursuant to the reverse stock split, Thornburg Mortgage common
shareholders are entitled to receive one new common share for every ten
preexisting common shares owned, with fractional shares being rounded up
to the nearest whole share. American Stock Transfer and Trust Company
will act as the transfer agent for exchange of stock certificates in
connection with the reverse stock split. Shareholders who hold physical
stock certificates will receive instructions from American Stock
Transfer and Trust Company on how to receive new stock certificates.
Shareholders whose certificates are held in "street name" or on deposit
with their brokerage firm will need to take no further action. As of
September 29, 2008, Thornburg Mortgage’s
common stock will trade under the new CUSIP number 885218 800.
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 the application of
such agreement and the interpretation of certain ambiguities under such
agreement; general economic conditions; the company’s
ability to meet its interest payment obligations under the Senior
Subordinated Secured Notes and whether or not the consent described
above will be obtained; 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 current reports on Form
8-K, 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.