-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DgCQTpQi1VE+YZYBjzingGVoxH1q1j0d8kZEcI6N0ze6BF0JvXGUJAMk4lyeNklY 5Fq3tL38JsepNxFSFOGYoA== 0001025953-06-000099.txt : 20060504 0001025953-06-000099.hdr.sgml : 20060504 20060504172418 ACCESSION NUMBER: 0001025953-06-000099 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060428 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060504 DATE AS OF CHANGE: 20060504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOVASTAR FINANCIAL INC CENTRAL INDEX KEY: 0001025953 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 742830661 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13533 FILM NUMBER: 06809537 BUSINESS ADDRESS: STREET 1: 8140 WARD PARKWAY STREET 2: STE 300 CITY: KANSAS CITY STATE: MO ZIP: 64114 BUSINESS PHONE: 8162377000 MAIL ADDRESS: STREET 1: 8140 WARD PARKWAY STREET 2: STE 300 CITY: KANSAS CITY STATE: MO ZIP: 64114 8-K 1 form8k.htm SECURITIZATION CLOSE

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

April 28, 2006

Date of Report (Date of earliest event reported)

 

NOVASTAR FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

Maryland

 

001-13533

 

74-2830661

(State or other jurisdiction of incorporation or organization)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

8140 Ward Parkway, Suite 300, Kansas City, MO 64114

(Address of principal executive offices)

(Zip Code)

 

(816) 237-7000

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



 

 

INFORMATION TO BE INCLUDED IN THE REPORT

 

Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

On May 3, 2006, NovaStar Financial, Inc. (the “Company”) announced the completion of a $1.35 billion Asset Backed Securitization by its wholly-owned subsidiaries, NovaStar Mortgage, Inc (“NMI”) and NovaStar Certificates Financing Corporation (“NCFC”). A prospectus supplement was filed, pursuant to Rule 424(b)(5), with the Securities and Exchange Commission on April 27, 2006 by NovaStar Mortgage Funding Trust, Series 2006-1 (the “Trust”).

 

Lead managers RBS Greenwich Capital, Deutsche Bank and Wachovia Securities with co-manager Morgan Stanley, underwrote NovaStar Mortgage Funding Trust, Series 2006-1, which closed April 28, 2006. The transaction offered 16 rated classes of notes with a face value of $1,343,250,000.

 

NovaStar Certificates Financing LLC, an affiliate of NMI, retained the M-9, M-10 and M-11 notes, which were not covered by the prospectus. Class M-9, M-10 and M-11, collectively, represent $22.3 million in principal. Class M-9 is rated BBB by S&P and Fitch, respectively. The Class M-10 is rated BBB- by S&P. The Class M-11 is rated BB by S&P. NCFC retained the class C certificates and the trust certificates, which were not covered by the prospectus supplement. The certificates represent the entire beneficial interest in the assets of the Trust subject to the debt represented by the Series 2006-1 notes. Class C has a notional amount of $1.35 billion, entitles the Company to excess and prepayment penalty fee cash flow from the underlying loan collateral and serves as overcollateralization. Other than prepayment penalty fee cash flow, Class C is subordinated to the other classes, all of which were offered pursuant to the prospectus supplement. NMI retains the right to service the underlying mortgage loans.

 

The initial level of overcollateralization is approximately $6.7 million. On any distribution date after the closing date, the Trust is required to maintain or restore overcollateralization at the initial level. The overcollateralization is available for the benefit of all classes of the offered and class I certificates.

 

The 2006-1 notes are characterized as debt for both tax and financial reporting purposes and represent obligations of the Trust. The 2006-1 notes do not represent a direct financial obligation of the Company, but will be consolidated onto the Company’s consolidated financial statements under general accepted accounting principles.

 

A copy of the press release announcing this securitization is included as Exhibit 99 and is incorporated herein by reference. References to the registrant’s website in the press release do not incorporate by reference the information on the registrant’s website into this Current Report and the registrant disclaims any such incorporation by reference.

 

Item 9.01Financial Statements and Exhibits

 

(c)

Exhibits

 

 

99

Press Release dated May 3, 2006, “NovaStar Closes $1.35 billion Asset Backed Securitization.”

 

 

 



 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

NOVASTAR FINANCIAL, INC.

                                                                                                                                

DATE: May 4, 2006

/s/ Gregory S. Metz

 

Gregory S. Metz

 

Chief Financial Officer

 

 



 

 

Exhibit Index

 

Exhibit

Number

99

Press Release dated May 4, 2006 “NovaStar Financial Announces First-Quarter Results and Earnings Conference Call.”

 

 

 

 

 

 

 

EX-99 2 ex99.htm EXHIBIT 99

NovaStar Closes $1.35 billion Asset Backed Securitization

 

KANSAS CITY, MO., May 3, 2006 – NovaStar Financial, Inc. (NYSE: NFI), a residential mortgage lender and portfolio investor, announced today that its subsidiaries, NovaStar Certificates Financing Corporation and NovaStar Mortgage, Inc., completed its first securitization of 2006.

 

Lead managers RBS Greenwich Capital, Deutsche Bank and Wachovia Securities with co-manager Morgan Stanley, underwrote NovaStar Mortgage Funding Trust, Series 2006-1, which closed April 28, 2006. The transaction offered 16 rated classes of notes with a face value of $1,343,250,000.

 

NovaStar Certificates Financing LLC, an affiliate of NovaStar Mortgage, Inc., retained the M-9, M-10 and M-11 notes, which were not covered by the prospectus. Class M-9, M-10 and M-11, collectively, represent $22.3 million in principal.

 

Class

Rating (S&P/Moody's/Fitch)

M-9

BBB/NR/BBB

M-10

BBB-/NR/NR

M-11

BB+/NR/NR

 

NovaStar Certificates Financing Corporation retained the class C certificates and the trust certificates which were not covered by the prospectus. The certificates represent the entire beneficial interest in the assets of the issuing entity subject to the debt represented by the notes. The class C certificates also entitle NovaStar to prepayment charges from the underlying loan collateral.

 

About NovaStar

 

NovaStar Financial, Inc. (NYSE: NFI) is a specialty finance company that originates, purchases, invests in and services residential nonconforming loans. The company specializes in single-family mortgages, involving borrowers whose loan size, credit details or other circumstances fall outside conventional mortgage agency guidelines. A Real Estate Investment Trust (REIT) founded in 1996, NovaStar efficiently brings together the capital markets, a nationwide network of mortgage brokers and American families financing their homes. NovaStar is headquartered in Kansas City, Missouri, and has lending operations nationwide.

 

Certain matters discussed in this release constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are those that predict or describe future events and that do not relate solely to historical matters. Forward-looking statements are subject to risks and uncertainties and certain factors can cause actual results to differ materially from those anticipated. Some important factors that could cause actual results to differ materially from those anticipated include: our ability to generate sufficient liquidity on favorable terms; the size and frequency of our

 



 

securitizations; interest rate fluctuations on our assets that differ from our liabilities; increases in prepayment or default rates on our mortgage assets; changes in assumptions regarding estimated loan losses and fair value amounts; changes in origination and resale pricing of mortgage loans; our compliance with applicable local, state and federal laws and regulations or opinions of counsel relating thereto and the impact of new local, state or federal legislation or regulations or opinions of counsel relating thereto or court decisions on our operations; the initiation of margin calls under our credit facilities; the ability of our servicing operations to maintain high performance standards and maintain appropriate ratings from rating agencies; our ability to expand origination volume while maintaining an acceptable level of overhead; our ability to adapt to and implement technological changes; the stability of residual property values; the outcome of litigation or regulatory actions pending against us or other legal contingencies; the impact of losses resulting from natural disasters; the impact of general economic conditions; and the risks that are from time to time included in our filings with the SEC, including our Annual Report on Form 10-K, for the year ended December 31, 2005. Other factors not presently identified may also cause actual results to differ. This document speaks only as of its date and we expressly disclaim any duty to update the information herein.

 

Investor Relations Contact

Jeffrey A. Gentle

816.237.7424

 

 

 

 

 

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