8-K

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

Date of Report (Date of earliest event reported): February 6, 2007

NEW YORK MORTGAGE TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-32216	47-0934168
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1301 Avenue of the Americas

New York, New York 10019

(Address and zip code of

principal executive offices)

Registrant’s telephone number, including area code: (212) 634-9400

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:

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))

Item 1.01. Entry Into a Material Definitive Agreement.

On February 7, 2007, New York Mortgage Trust, Inc. (the "Company") announced that it had entered into a definitive agreement (the "Asset Purchase Agreement") dated February 6, 2007 to sell certain assets of the retail mortgage banking platform of its wholly owned taxable REIT subsidiary, The New York Mortgage Company, LLC (“NYMC”), to IndyMac Bank, F.S.B. (“Indymac”) for an estimated purchase price of approximately $13.4 million in cash and the assumption of certain liabilities by Indymac.

Pursuant to the Asset Purchase Agreement, the purchase price will be an amount equal to the difference between (a) the sum of (i) the book value of the purchased assets as of the closing date of this transaction (the “Closing Date”) less the book value of the assumed liabilities as of the Closing Date; plus (ii) $8.0 million; plus (iii) the sum of (A) the product obtained by multiplying (x) the aggregate principal balance of Pipeline Loans (defined below) that fund within 60 days after the Closing Date by (y) 0.0025 plus (B) the aggregate pipeline loan adjustment (as defined in the Asset Purchase Agreement) and (b) the sum of (i) $936,371 plus (ii) the NYMC Severance Amount (defined below). NYMC has agreed to deposit with an escrow agent on the Closing Date an aggregate of $2.3 million of the purchase price for the purpose of settling the final purchase price and satisfaction of any indemnification claims under the Asset Purchase Agreement.

Under the terms of the Asset Purchase Agreement, Indymac will purchase substantially all of the operating assets related to NYMC’s retail mortgage banking platform, including, among other things, a majority of its retail branch office leases (excluding the lease for the Company’s corporate headquarters, which is being assigned, as previously announced, under a separate agreement to Lehman Brothers Holding, Inc.) and the tangible personal property located thereon, its pipeline of residential mortgage loan applications (the “Pipeline Loans”), escrowed deposits related to the Pipeline Loans, customer lists and intellectual property and information technology systems used by NYMC in the conduct of its retail mortgage banking platform (the "Business"). Indymac has agreed to assume the obligations of NYMC under the Pipeline Loans and substantially all of NYMC’s liabilities under the purchased contracts and purchased assets arising after the closing date. Pursuant to the Asset Purchase Agreement, certain severance and similar obligations arising after the closing with respect to “transferred employees” (the “Severance Expenses”) will be paid in the following manner: (i) Indymac will pay up to the first $500,000 of Severance Expenses, (ii) NYMC will pay up to the next $600,000 of Severance Expenses (the “NYMC Severance Amount”) and (iii) Indymac will pay Severance Expenses in excess of $1.1 million.

The Company, NYMC and Indymac have made customary representations, warranties and covenants in the Asset Purchase Agreement, including, among others, representations regarding authorization, consents, conflicts and the Pipeline Loans, as well as NYMC’s covenant to conduct the Business between the date of the Asset Purchase Agreement and the Closing Date in the manner set forth in the Asset Purchase Agreement.

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The closing of the transaction contemplated by the Asset Purchase Agreement is subject to various closing conditions, including, among other things, the continued accuracy at closing of NYMC’s representations and warranties made in the Asset Purchase Agreement, the absence of a material adverse effect on the Business or the Company’s or NYMC’s ability to consummate the transaction, and the agreement of certain officers and employees to accept employment with Indymac effective on the Closing Date. The Company anticipates that the transaction will be completed by March 31, 2007, at which time it will effectively exit the retail mortgage origination business. The Company anticipates that the transaction will result in net available proceeds of $12.1 million, after deducting fees and expenses and before deduction of the amount to be held in escrow, and expects to redeploy the net proceeds in high quality mortgage loan securities.

A copy of a press release dated February 7, 2007 announcing the Asset Purchase Agreement and the related transaction is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the execution of the Asset Purchase Agreement described above in Item 1.01, the Company announced on February 7, 2006 that upon closing of the Indymac transaction, Mr. Steven B. Schnall, the Company’s Chairman, Co-Chief Executive Officer and President and NYMC’s Chief Executive Officer and President, will resign his executive positions with the Company and NYMC, but will remain as the Company’s non-executive Chairman. In addition, Mr. Joseph V. Fierro, Chief Operating Officer of NYMC, will also resign his position with NYMC upon closing of the transaction. Upon closing, each of Messrs. Schnall and Fierro will assume positions with Indymac and The New York Mortgage Company, a division of IndyMac.

The Company announced that in connection with the departures of Messrs. Schnall and Fierro, effective upon and subject to the closing of the Indymac transaction, Mr. Steven R. Mumma, age 48, the Company’s Chief Operating Officer and Chief Financial Officer, will assume the additional roles of President and Co-Chief Executive Officer. Mr. David A. Akre, currently Vice Chairman and Co-Chief Executive Officer of the Company, will remain in these roles upon completion of this transaction.

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In connection with these departures, the Company entered into a separation and release agreement with each of Messrs. Schnall and Fierro, dated February 6, 2007 (the “Separation Agreements”) that provide for, among other things, in the case of Mr. Schnall, the vesting of 15,856 shares of unvested restricted stock held by Mr. Schnall and, in the case of Mr. Fierro, the vesting of 6,797 shares of unvested restricted stock held by Mr. Fierro. Each of the Separation Agreements will only become effective and enforceable on and as of the Closing Date, and each will be subject to the closing of the Indymac transaction and the effectiveness of the employment agreements between Indymac and each of Messrs. Schnall and Fierro.

This summary is qualified in its entirety by reference to the Separation Agreements, which are being filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1	Separation Agreement and General Release, by and between the Company and Steven B. Schnall, dated as of February 6, 2007.
10.2	Separation Agreement and General Release, by and between the Company and Joseph V. Fierro, dated as of February 6, 2007.
99.1	Press release, dated February 7, 2007.

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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.

	NEW YORK MORTGAGE TRUST, INC.
	(Registrant)
Date: February 14, 2007	By:	/s/ Steve R. Mumma
		Steve R. Mumma
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit	Description
10.1	Separation Agreement and General Release, by and between the Company and Steven B. Schnall, dated as of February 6, 2007.
10.2	Separation Agreement and General Release, by and between the Company and Joseph V. Fierro, dated as of February 6, 2007.
99.1	Press release, dated February 7, 2007.

EX-10.1

EX-99.1

New York Mortgage Trust Enters Into Definitive Agreement to

Sell its Retail Mortgage Banking Platform Assets to IndyMac Bank, F.S.B.

NEW YORK, NY February 7, 2007 - New York Mortgage Trust, Inc. (NYSE: NTR, “NYMT” or the “Company”) today announced that, as a part of its previously announced exploration of its strategic alternatives, it has entered into a definitive agreement to sell certain assets of the retail mortgage banking platform of its wholly owned taxable REIT subsidiary, The New York Mortgage Company, LLC (“NYMC”), to IndyMac Bank, F.S.B., (“Indymac”), a wholly owned subsidiary of IndyMac Bancorp, Inc. (NYSE: NDE), for an estimated purchase price of approximately $13.4 million, which includes an $8 million premium to the net book value of assets being acquired.

As part of the transaction, Indymac will purchase substantially all of the operating assets related to NYMC’s retail mortgage banking platform, including use of The New York Mortgage Company name, and assume certain liabilities of NYMC’s retail platform, including certain lease liabilities and obligations under the pipeline of loan applications. Indymac will hire a majority of NYMC employees and assume a portion of the retention and severance expenses associated with the transaction. The transaction is subject to customary closing requirements and is expected to close by March 31, 2007, or earlier subject to the clearance of any required regulatory approvals.

As a part of this transaction, IndyMac, the 2^nd largest independent mortgage lender and 7^th largest savings and loan in the nation, will be acquiring 21 full service and 11 satellite retail mortgage banking offices located in 11 states, including all branch employees and loan officers, as well as the majority of employees at NYMC’s corporate headquarters, and NYMC’s pipeline of mortgage applications in process at the time of closing. This will represent IndyMac’s largest growth initiative in traditional retail mortgage banking to date.

Steven B. Schnall, Chairman, President and Co-CEO of NYMT, commented, "Due to the persistence of the significant challenges facing the mortgage industry, our Board of Directors has been engaged over the past several months in confidential preliminary discussions with several companies, a number of which expressed interest in acquiring some or all of our organization. After an extensive review of our strategic and financial alternatives, it was determined that the sale of our retail and wholesale lending businesses is in the best interest of our stockholders. We also feel that Indymac Bank is an ideal acquirer of our retail platform, both culturally and logistically, and that the transaction will create synergies by combining our professional retail sales culture and exceptional customer relationships with Indymac Bank’s broader product mix and greater scale.

New York Mortgage Trust Enters Definitive Agreement

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“By exiting and monetizing the value of our mortgage lending businesses,” Schnall continued, “we believe that New York Mortgage Trust will accomplish several critical objectives, including: (i) substantially reduce, and ultimately eliminate, the taxable REIT subsidiary’s operating losses, (ii) enable NYMC to retain the economic value of its accumulated net operating losses, (iii) appreciably increase NYMT’s investable capital and financial flexibility, (iv) lower NYMT’s executive management compensation expenses, (v) significantly reduce the Company’s future potential severance obligations, (vi) enable management to focus on its mortgage portfolio management operations, which consisted of a $1.1 billion portfolio of investment securities as of December 31, 2006, and (vii) better position NYMT should its Board of Directors ultimately determine that a sale or merger of the entire organization is in the best interest of its stockholders.”

Management Reorganization

NYMT also announced that upon closing, Mr. Steven Schnall, NYMT’s Chairman, Co-CEO and President and NYMC’s CEO and President, will resign his executive positions with NYMT and NYMC, but will remain as non-executive Chairman of the Board of NYMT. Upon closing, Mr. Schnall, 39, will be appointed Executive Vice President of IndyMac Bank and CEO of The New York Mortgage Company, a division of IndyMac.

Mr. Steve Mumma, 48, a member of NYMT’s existing executive management team, will assume the additional roles of President and Co-CEO.

Mr. David Akre, currently Vice Chairman and Co-CEO of NYMT, will remain in these roles upon completion of this transaction.

Mr. Joseph Fierro, COO of NYMC, the Company’s taxable REIT subsidiary, will also resign his position with the company upon closing of the transaction. Mr. Fierro, 46, will be appointed Senior Vice President of IndyMac Bank and COO of The New York Mortgage Company, a division of Indymac Bancorp, Inc.

Commenting on the changes, David A. Akre, Vice Chairman and Co-CEO of NYMT, noted, “We will truly miss Steve Schnall as a member of our executive management team, yet we are very pleased that he will continue to serve as Chairman of our Board of Directors. Steve was an original founder of NYMC and NYMT and his continued leadership on our board is both welcome and invaluable. Joseph V. Fierro, NYMC’s Chief Operating Officer and co-founder, will also be missed. We wish them both well in their new positions at IndyMac. Equally as important, we are very fortunate to have Steve Mumma step into Steve Schnall’s roles as President and Co-CEO upon closing of this transaction.”

Financial Considerations

Upon closing, the transaction is anticipated to result in net available proceeds to NYMT of approximately $12.1 million after fees and expenses, and before deduction of approximately $2.3 million which will be held in escrow to support warranties and indemnifications provided to IndyMac by NYMC as well as other purchase price adjustments. New York Mortgage Trust expects to redeploy the net proceeds in high quality mortgage loan securities. NYMC expects to record a one time taxable gain on the sale of these assets. NYMC’s deferred tax asset will absorb any taxable gain from sale.

New York Mortgage Trust Enters Definitive Agreement

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Following the sale, NYMC will retain and liquidate its inventory of loans held for sale in the ordinary course of business. NYMT’s Board of Directors, together with its management, will continue to consider strategic options for the parent REIT, including a possible sale or merger of NYMT or raising capital under a passive REIT business model. NYMC also announced today that it intends to sell its wholesale lending business under a separate agreement to another buyer.

Milestone Advisors, LLC acted as financial advisor and Hunton & Williams LLP served as legal counsel to New York Mortgage Trust on this transaction.

About New York Mortgage Trust

New York Mortgage Trust, Inc., a real estate investment trust (REIT), is engaged in the origination of and investment in residential mortgage loans throughout the United States. The Company, through its wholly owned taxable REIT subsidiary, The New York Mortgage Company, LLC (“NYMC”), originates a broad spectrum of residential loan products with a focus on high credit quality, or prime, loans. In addition to prime loans, NYMC also originates jumbo loans, alternative-A loans, sub-prime loans and home equity or second mortgage loans through its retail and wholesale origination branch network. The Company's REIT portfolio is comprised of securitized, high credit quality, adjustable and hybrid ARM loans. As a REIT, the Company is not subject to federal income tax provided that it distributes at least 90% of its REIT taxable income to its stockholders.

For more information about New York Mortgage Trust please visit http://www.nymtrust.com.

About Indymac Bank

IndyMac Bancorp, Inc. (NYSE:NDE) (Indymac®) is the holding Company for IndyMac Bank, F.S.B. (Indymac Bank®), the 7th largest savings and loan and the 2^nd largest independent mortgage lender in the nation. Indymac Bank, operating as a hybrid thrift/mortgage banker, provides cost-efficient financing for the acquisition, development, and improvement of single-family homes. Indymac also provides financing secured by single-family homes and other banking products to facilitate consumers' personal financial goals.

With an increased focus on building customer relationships and a valuable consumer franchise, Indymac is committed to becoming a top six mortgage lender in the U.S. by 2010, while maintaining annualized earnings per share growth in excess of 15 percent. Indymac is dedicated to continually raising expectations and conducting itself with the highest level of ethics.

For more information about Indymac and its affiliates, or to subscribe to the Company's Email Alert feature for notification of Company news and events, please visit http://about.indymacbank.com/investors.

New York Mortgage Trust Enters Definitive Agreement

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Safe Harbor Regarding Forward-Looking Statements

Certain statements contained in this press release, including statements relating to the proposed transaction with Indymac Bancorp and NYMT’s strategic options, may be deemed to be forward-looking statements that predict or describe future events or trends. The matters described in these forward- looking statements are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond the Company's control. The Company faces many risks that could cause its actual performance to differ materially from the results predicted by its forward-looking statements, including, without limitation, that the Company may fail to satisfy all of the closing conditions pursuant to the Asset Purchase Agreement, the possibilities that a rise in interest rates may cause a decline in the market value of the Company's assets, a decrease in the demand for mortgage loans may have a negative effect on the Company's volume of closed loan originations, prepayment rates may change, borrowings to finance the purchase of assets may not be available on favorable terms, the Company may not be able to maintain its qualification as a REIT for federal tax purposes, the Company may experience the risks associated with investing in real estate, including changes in business conditions and the general economy, and the Company's hedging strategies may not be effective. The reports that the Company files with the Securities and Exchange Commission contain a fuller description of these and many other risks to which the Company is subject. Because of those risks, the Company's actual results, performance or achievements may differ materially from the results, performance or achievements contemplated by its forward-looking statements. The information set forth in this news release represents management's current expectations and intentions. The Company assumes no responsibility to issue updates to the forward-looking matters discussed in this press release.

For Further Information

AT THE COMPANY	AT FINANCIAL RELATIONS BOARD
Steven R. Mumma, Chief Financial Officer	Joe Calabrese (General) 212-827-3772
Phone: 212-634-2411	Julie Tu (Analysts) 212-827-3776
Email: smumma@nymtrust.com