UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On June 28, 2024, New York Mortgage Trust, Inc., a Maryland corporation (the “Company”), completed the issuance and sale of $60 million aggregate principal amount of its 9.125% Senior Notes due 2029 (the “Notes”), in a public offering pursuant to the Company’s registration statement on Form S-3ASR (File No. 333-258589) (the “Registration Statement”) and a related prospectus, as supplemented by a preliminary prospectus supplement, dated June 25, 2024 and a final prospectus supplement dated June 25, 2024, each filed with the Securities Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Underwriting Agreement (as defined below), the Company also granted the Underwriters (as defined below) a 30-day option to purchase up to an additional $9.0 million aggregate principal amount of the Notes to cover over-allotments, if any.
The Notes were sold pursuant to an underwriting agreement (the “Underwriting Agreement”), dated as of June 25, 2024, by and among the Company and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Keefe, Bruyette & Woods, Inc. and Piper Sandler & Co. as representatives of the several underwriters named therein (collectively, the “Underwriters”), whereby the Company agreed to sell to the Underwriters and the Underwriters agreed to purchase from the Company, subject to and upon the terms and conditions set forth in the Underwriting Agreement, the Notes. The Company made certain customary representations, warranties and covenants concerning the Company and the Registration Statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act.
The Notes were issued at 100% of the principal amount, bear interest at a rate equal to 9.125% per year, payable in cash quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, beginning on October 1, 2024, and are expected to mature July 1, 2029 (the “Maturity Date”), unless earlier redeemed. The Company may redeem the Notes in whole or in part at any time or from time to time at the Company’s option on or after July 1, 2026, upon not less than 30 days nor more than 60 days written notice to holders prior to the redemption date, at a redemption price equal to 100% of the outstanding principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date, as described in greater detail in the Indenture (as defined below).
The Notes were issued under the indenture, dated January 23, 2017 (the “Base Indenture”), as supplemented by the second supplemental indenture, dated June 28, 2024 (the “Second Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee. The Notes are senior unsecured obligations of the Company that rank senior in right of payment to any future indebtedness of the Company that is expressly subordinated in right of payment to the Notes, equal in right of payment to the Company’s existing and future unsecured indebtedness that is not so subordinated, including the Company’s 5.75% Senior Notes due 2026, effectively subordinated in right of payment to any of the Company’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables) and (to the extent not held by the Company) preferred stock, if any, of the Company’s subsidiaries and of any entity the Company accounts for using the equity method of accounting.
The Indenture contains customary events of default. If there is an event of default under the Notes, the principal amount of the Notes, plus accrued and unpaid interest (including additional interest, if any), may be declared immediately due and payable, subject to certain conditions set forth in the Indenture.
The net proceeds to the Company from the sale of the Notes, after deducting the Underwriters’ discounts and commissions and estimated offering expenses, are expected to be approximately $57.5 million. The Company intends to use the net proceeds from this offering for general corporate purposes, which may include, among other things, acquiring the Company’s targeted assets, including both single-family and multi-family residential assets, and various other types of mortgage-, residential housing- and credit-related assets that the Company may target from time to time and general working capital purposes.
Copies of the Underwriting Agreement, the Base Indenture, the Second Supplemental Indenture and the form of the Notes are attached hereto as Exhibit 1.1, Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, and are incorporated herein by reference. The foregoing summaries do not purport to be complete and are qualified in their entirety by reference to the Underwriting Agreement, the Base Indenture, the Supplemental Indenture and the form of the Notes. In connection with the registration of the Notes under the Securities Act, the legal opinions of Venable LLP and Vinson & Elkins L.L.P. relating to the legality of the Notes are attached as Exhibit 5.1 and Exhibit 5.2, respectively, to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
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 hereunto duly authorized.
| NEW YORK MORTGAGE TRUST, INC. | ||
| (Registrant) | ||
| By: | /s/ Kristine R. Nario-Eng | |
| Name: Kristine R. Nario-Eng | ||
| Title: Chief Financial Officer | ||
Date: June 28, 2024