Thornburg Mortgage Receives Majority Consent to Amend Preferred Stock Tender Offer Minimum Condition from 90% to 66 2/3% of Aggregate Liquidation Preference of Its Outstanding Preferred Stock
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Thornburg Mortgage, Inc. (NYSE: TMA) announced today that a majority of
the participants in the principal participation agreement component of
company’s recent financing transaction
approved an amendment to change the requirement that the tender offer
for the preferred stock result in the tender of at least 90% of the
aggregate liquidation preference of the company’s
outstanding preferred stock. To successfully complete the tender offer,
the company must instead complete a tender of at least 66 2/3% of the
aggregate liquidation preference of each series of its outstanding
preferred stock.
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 approximately 3.5 shares of common stock.
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 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.