- Current report filing (8-K)
November 07 2008 - 4:19PM
Edgar (US Regulatory)
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): November 3, 2008
THORNBURG MORTGAGE, INC.
(Exact Name of Registrant as Specified in Charter)
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Maryland
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001-11914
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85-0404134
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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150 Washington Avenue, Suite 302
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Santa Fe, New Mexico
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87501
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (505) 989-1900
N/A
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.02
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Unregistered Sales of Equity Securities.
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Pursuant
to an exchange agreement dated October 23, 2008 (the
Exchange Agreement
), Thornburg Mortgage, Inc. (the
Company
) agreed to exchange over time up to $53.5 million aggregate principal amount of the
Companys Floating Rate Junior Subordinated Notes due January 2036 (the
January 2036 Notes
) and Floating Rate Junior Subordinated Notes due April 2036 (the
April 2036 Notes
and together with the January
2036 Notes, the
Notes
) for up to a maximum of 8,333,240 shares of the Companys common stock, par value $0.01 per share (the
Shares
) from certain holders (the
Holders
). The terms of the
Exchange Agreement were previously disclosed in the Companys Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 31, 2008.
From November 3, 2008 through November 7, 2008 the Company exchanged $9.125 million aggregate principal amount of Notes for 1,825,354 Shares. Since October 23, 2008, the Company has exchanged a total of
$22.125 million aggregate principal amount of Notes for 4,086,195 Shares.
The Company issued the Shares pursuant to the exemption from the
registration requirements afforded by Section 3(a)(9) of the Securities Act of 1933, as amended.
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.
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THORNBURG MORTGAGE, INC.
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Date: November 7, 2008
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By:
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/s/ Larry Goldstone
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Larry Goldstone,
Chief Executive Officer and
President
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