New York Mortgage Trust Announces Upsizing and Pricing of Public Offering of 6.25% Senior Convertible Notes Due 2022
January 18 2017 - 6:30AM
New York Mortgage Trust, Inc. (Nasdaq:NYMT) (the “Company”)
announced today the pricing of $120.0 million aggregate principal
amount of 6.25% senior convertible notes due 2022 (the “Notes”).
The Notes were issued at 96% of the principal amount. The offering
was increased from the previously announced offering of $100.0
million aggregate principal amount of the Notes. The Company has
granted the underwriter a 13-day option to purchase up to $18.0
million aggregate principal amount of additional Notes to cover
over-allotments, if any. The offering is expected to close on or
about January 23, 2017, subject to satisfaction of customary
closing conditions.
The Notes will bear interest at a rate equal to
6.25% per year, payable semiannually in arrears on January 15 and
July 15 of each year, commencing July 15, 2017 and are expected to
mature on January 15, 2022, unless earlier converted or
repurchased. The Company will not have the right to redeem
the Notes prior to maturity. Holders of the Notes will be permitted
to convert their Notes into shares of the Company’s common stock at
any time prior to the close of business on the business day
immediately preceding the maturity date. The conversion rate will
initially equal 142.7144 shares of the Company’s common stock per
$1,000 principal amount of Notes, which is equivalent to a
conversion price of approximately $7.01 per share of the Company’s
common stock, based on a $1,000 principal amount of the Notes.
The net proceeds to the Company from this
offering are expected to be approximately $110.6 million after
deducting the underwriting discount and commission and estimated
transaction expenses payable by the Company. The Company intends to
use the net proceeds of the offering to acquire its targeted assets
and for general working capital purposes, which may include the
repayment of indebtedness.
Nomura Securities International, Inc. acted as
sole book-running manager for the offering.
The offering is being made pursuant to an
effective shelf registration statement, including a prospectus and
related prospectus supplement, filed by the Company with the
Securities and Exchange Commission (the “SEC”).
These documents may be obtained for free by
visiting the SEC’s website at http://www.sec.gov.
Alternatively, a copy of the preliminary prospectus supplement and
accompanying prospectus related to the offering may be obtained,
when available, by contacting:
Nomura Securities International, Inc.Attention:
Equity SyndicateWorldwide Plaza 309 West 49th Street, 5th FloorNew
York, New York 10019-7316(212) 667-9562
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful.
About New York Mortgage
Trust
New York Mortgage Trust, Inc. is a Maryland
corporation that has elected to be taxed as a real estate
investment trust (“REIT”) for federal income tax purposes. The
Company is an internally managed REIT which invests in
mortgage-related and financial assets and targets residential
mortgage loans, including second mortgages and loans sourced from
distressed markets, multi-family CMBS, direct financing to owners
of multi-family properties through mezzanine loans and preferred
equity investments and other commercial real estate-related
investments and non-Agency RMBS. The Midway Group, L.P. and
Headlands Asset Management, LLC provide investment management
services to the Company with respect to certain of its asset
classes.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995.
Forward-looking statements are based on our beliefs,
assumptions and expectations of our future performance, taking into
account all information currently available to us. For
example, the fact that this offering has priced may imply that this
offering will close, but the closing is subject to market
conditions and conditions customary in transactions of this type
and may be delayed or may not occur at all. No assurance can be
given that the offering discussed above will be completed on the
terms described or at all, or that the net proceeds of the offering
will be used as indicated. The beliefs, assumptions and
expectations on which the forward-looking statements are based are
subject to risks and uncertainties and can change as a result of
many possible events or factors, not all of which are known to us,
including those described in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2015, which has been filed with the
SEC. If a change occurs, these forward-looking statements may
vary materially from those expressed in this release. All
forward-looking statements speak only as of the date on which they
are made. Except as required by law, we are not obligated to, and
do not intend to, update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
For Further Information
AT THE COMPANY
Kristine R. Nario
Chief Financial Officer
Phone: 646-216-2363
Email: knario@nymtrust.com
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