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): MARCH 30, 2005
NEW YORK MORTGAGE TRUST, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 001-32216 47-0934168
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] 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 March 30, 2005, New York Mortgage Trust, Inc. (the "Company") and its
wholly-owned subsidiaries, The New York Mortgage Company, LLC ("NYMC") and New
York Mortgage Funding, LLC ("NYMF") (NYMC and NYMF each a "Seller" and together,
the "Sellers"), entered into a $200 million amended and restated master
repurchase agreement with Credit Suisse First Boston Mortgage Capital LLC
("CSFB") to finance, on a short-term basis, mortgage loans originated by the
Company ("assets"). Under the agreement, the Sellers will sell assets to CSFB
and agree to repurchase those assets on a date certain. The purchase price will
generally be an amount equal to the product of the market value of the assets to
be sold multiplied by a percentage of the purchase price that generally ranges
from 96% to 98% of the asset's market value, depending on the type of mortgage
asset being financed. In general, the repurchase price will equal the original
purchase price plus accrued but unpaid interest. Pursuant to the terms of the
agreement, the Sellers will pay interest to CSFB ranging from LIBOR plus 75
basis points on all assets that qualify as conforming, jumbo, Alt-A and certain
other mortgage loans to LIBOR plus 200 basis points on certain aged loans. All
of the Seller's interest in the transferred assets pass to CSFB on the purchase
date. Upon receipt of the purchase price, CSFB shall transfer its ownership
interest in the asset back to the Sellers.
The repurchase agreement is a $200 million uncommitted lending facility, meaning
CSFB must agree to each asset financed under the agreement. The facility
established by the agreement is set to expire on March 30, 2006. If the market
value of an asset financed under the facility declines to less than CSFB's
purchase price (the "margin deficit"), then CSFB may require that the Sellers
transfer cash in an amount equal to such margin deficit or may retain any funds
received by it to which the Sellers would otherwise be entitled.
Receipts from an asset subject to the facility will be swept into a collection
account. Payments will be made first to sums due CSFB, including the interest,
then fees and expenses, and any contribution due to the margin account. Under
the terms of the agreement, CSFB may, at its option, apply any excess receipts
to reduce the repurchase price due upon termination of an outstanding repurchase
or distribute the excess directly to the Sellers.
The Company and the Sellers are required to maintain certain routine covenants
during the term of the agreement, including without limitation, maintaining a
certain level of net worth, not exceeding a certain indebtedness ratio,
providing financial reports, not undertaking a merger or other fundamental
transaction, and maintaining a certain level of profitability. The agreements
require that all assets subject to the facility have the related loan documents
delivered to LaSalle Bank, National Association, who holds them as a custodian
so long as they are subject to the facility.
In addition to being an uncommitted facility, if an event of default (as defined
in the agreement) occurs, the Sellers will be unable to finance assets under the
facility and its obligation to repurchase assets financed under the facility
may, at the option of CSFB, be accelerated. The definition of an event of
default includes, among others, the following events: (i) failure to pay sums
due under the agreement, (ii) failure to repurchase an asset as required, (iii)
a default on other obligations of the Company or Sellers that involves the
failure to pay a matured obligation or permits the acceleration of the maturity
of the obligation, (iv) a material adverse change in the Company's or Seller's
property, business, or financial condition, and (v) undergoing a change in
control of the Company.
If the Sellers default under the agreement, then CSFB has most standard lender
remedies, including, demanding all assets be repurchased, selling the assets
subject to the facility, and drawing upon the margin account. Pursuant to an
amended and restated guaranty of the Company, the Company fully and
unconditionally guarantees the obligations of the Sellers under the terms of
this agreement.
A copy of the amended and restated master repurchase agreement is attached as
Exhibit 10.1 hereto and incorporated herein by reference.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibit. The following exhibit is being filed as an exhibit to this
Current Report on Form 8-K.
10.1 Amended and Restated Master Repurchase Agreement Between New York
Mortgage Trust, Inc., The New York Mortgage Company, LLC, New York
Mortgage Funding, LLC and Credit Suisse First Boston Mortgage
Capital LLC, dated as of March 30, 2005.
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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 hereunto duly authorized.
NEW YORK MORTGAGE TRUST, INC.
April 5, 2005 /s/ Michael I. Wirth
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Michael I. Wirth
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit Number
10.1 Amended and Restated Master Repurchase Agreement Between New
York Mortgage Trust, Inc., The New York Mortgage Company, LLC,
New York Mortgage Funding, LLC and Credit Suisse First Boston
Mortgage Capital LLC, dated as of March 30, 2005.