- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
November 19 2008 - 5:47AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of
1934
(Amendment No.
)
Filed by the Registrant
x
Filed by a Party other than the Registrant
¨
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Thornburg Mortgage, Inc.
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which the transaction applies:
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(2)
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Aggregate number of securities to which the transaction applies:
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(3)
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Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined):
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(4)
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Proposed maximum aggregate value of the transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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On November 19, 2008, Thornburg Mortgage, Inc. (the
Company) issued the following press release in connection with the exchange offer and consent solicitation regarding the Companys preferred stock.
THORNBURG MORTGAGE DELAYS PAYING INTEREST DUE ON 8% SENIOR
NOTES UNTIL AFTER RESOLUTION IS REACHED WITH COUNTERPARTIES TO
THE OVERRIDE AGREEMENT
SANTA FE, N.M. November 19, 2008
Thornburg
Mortgage, Inc. (NYSE: TMA), today announced that the company has not paid the interest payment due on November 15, 2008 on its 8% Senior Notes, because it currently does not have available funds to do so. The company is in active negotiations
with the counterparties to the Override Agreement and expects to pay the $12.2 million interest payment once an amended and restated agreement has been reached with the counterparties to the Override Agreement and within the 30-day grace period
under the indenture.
The companys amended Exchange Offer and Consent Solicitation (the Exchange Offer) for all series of
its outstanding Preferred Stock is currently scheduled to expire at 5 p.m., New York City time, on November 19, 2008. As of November 18, 2008, the company had received tenders for 72.2% of the outstanding shares of its Series C Preferred
Stock, 79.2% of the outstanding shares of its Series D Preferred Stock, 83.2% of the outstanding shares of its Series E Preferred Stock and 67.4% of the outstanding shares of its Series F Preferred Stock. Holders of the Preferred Stock that have
tendered their shares may withdraw their shares at any time prior to the companys acceptance of the shares after the expiration of the Exchange Offer.
The Exchange Offer is being made to holders of Preferred Stock in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, afforded by Section 3(a)(9) thereof.
Investor inquiries about the Exchange Offer should be directed to the company at 866-222-2093 (toll free). Holders of the Preferred Stock are urged to read the amended and restated Offering Circular filed with the SEC on November 3, 2008.
Requests for copies of the Offering Circular, all supplements thereto and related documents may be directed to Georgeson Inc., the information agent for the Exchange Offer, at 866-399-8748 (toll free). The Offering Circular, all supplements thereto
and other information regarding the Exchange Offer may also be obtained through the SECs Web site at
www.sec.gov
and the companys Web site at
www.thornburgmortgagetender.com
.
This press release does not constitute an offer to purchase or a solicitation of acceptance of the offer,
which may be made only pursuant to the terms of the Offering Circular and the related materials.
Thornburg Mortgage is a leading
single-family residential mortgage lender focused principally on prime and super-prime borrowers seeking jumbo and super-jumbo adjustable-rate mortgages.
# # #
This press release contains forward-looking statements within the meaning of the federal securities laws. These
forward-looking statements are based on current expectations, estimates and projections, and are not guarantees of future performance, events or results. Actual results and developments could differ materially from those expressed in or contemplated
by the forward-looking statements due to a number of factors, including but not limited to: the ongoing impact of the March 31, 2008 financing transaction; the companys ability to meet the ongoing conditions of the Override Agreement and
successfully conclude negotiations with the parties thereto with respect to an amended and restated agreement; general economic conditions; the companys ability to meet its interest payment obligations under its outstanding debt securities and
other payment obligations, including the interest payment on its 8% Senior Notes that was due on November 17, 2008; ongoing volatility in the mortgage and mortgage-backed securities industry; the companys ability to complete the Exchange
Offer and terminate the PPA; the companys ability to raise additional capital; the companys ability to retain or sell additional assets; further downgrades on our mortgage securities portfolio, delinquency rates for loans, changes in
interest rates and other risk factors discussed in the companys SEC reports, including its most recent quarterly report on Form 10-Q, annual report on Form 10-K/A, its current reports on Form 8-K, its Proxy Statement for its Annual Meeting
held on June 12, 2008, its Offering Circular, as amended to date, and its Registration Statement on Form S-3. These forward-looking statements speak only as of the date on which they are made and, except as required by law, the company does not
intend to update such statements to reflect events or circumstances arising after such date.
Thornburg Mortgage, Inc., Santa Fe
Investor Relations
505-989-1900
Media contact
Suzanne OLeary Lopez
505-467-5166
ir@thornburgmortgage.com
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