Thornburg Mortgage Receives Consents to Extend Deadline for Successful Completion of Preferred Stock Tender Offer
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Thornburg Mortgage, Inc. (NYSE:TMA) announced today that a majority of
the participants in the company’s Principal
Participation Agreement approved an extension of the deadline to
successfully complete the preferred stock tender offer to September 30,
2008. In addition, holders of approximately 93% of the contributions to
the Escrow Agreement established to partially satisfy the cash
consideration for the tender offer agreed to retain their funds in
escrow until the extended deadline. In addition, the Principal
Participation Agreement, the Purchase Agreement and the Escrow Agreement
the company entered into in connection with the March 31, 2008 financing
transaction were amended to reflect the extension of the deadline by
which the company must successfully complete the tender offer.
Under the terms of the tender offer, for each share of Thornburg
Mortgage Series C, D, E and F Preferred Stock that is validly tendered
and accepted upon expiration of the tender offer, the holder will
receive $5.00 in cash and 3.5 shares of common stock. Any cash
consideration required to be paid in addition to the escrowed amounts
will be financed from cash on hand.
Upon the successful completion of the tender offer, 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 tender 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.
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 accounting for the Senior Subordinated Secured Notes
financing 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 tender 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, 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.