ahr_8k.htm
UNITED
STATES
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
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Date
of Report (Date of earliest event reported) |
October
28, 2009 (October 22, 2009)
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Anthracite
Capital, Inc.
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(Exact
name of registrant as specified in its
charter)
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Maryland
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001-13937
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13-3978906
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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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40
East 52nd Street, New York, New York
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10022
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code |
(212)
810-3333
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N/A
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(Former
name or former address, if changed since last
report)
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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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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
1.01.
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Entry
into a Material Definitive
Agreement.
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The information set forth in Item 2.03
of this Current Report on Form 8-K is incorporated by reference into this Item
1.01.
On
October 28, 2009, Anthracite Capital, Inc. (the “Company”) entered into
Amendment No. 2 and Reaffirmation Agreement (the “Amendment”) to the Credit
Agreement, dated as of March 7, 2008 (as amended, the “Credit Agreement”),
between the Company, as borrower, and BlackRock Holdco 2, Inc. (“Holdco 2”), as
lender. The Amendment memorializes the agreement between the Company
and Holdco 2 reached in May 2009 relating to restrictions on payments under the
Credit Agreement imposed by the amendments to the secured credit facilities with
Bank of America, Deutsche Bank, and Morgan Stanley that the Company entered into
in May 2009 (each, a “Senior Secured Facility”), including, among other things,
prior to the final maturity date of the Credit Agreement, interest on any loan
shall be payable by the Company to Holdco 2 only to the extent such payments are
made solely from cash flow of the Company’s investment in Carbon Capital II,
Inc. and no default or event of default under any Senior Secured Facility has
occurred and is continuing. Holdco 2 is a subsidiary of BlackRock,
Inc., the parent of BlackRock Financial Management, Inc., the manager of the
Company.
The
foregoing summary is qualified in its entirety by reference to the full text of
the Amendment, a copy of which is attached as Exhibit 10.1 hereto and
incorporated herein by reference.
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Item
2.03.
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Creation
of a Direct Financial Obligation.
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On
October 23, 2009, the Company issued through a subsidiary, Anthracite Capital
Trust III, a Delaware statutory trust (the “Trust”), $18,750,000 aggregate
liquidation amount of preferred securities (the “Amended Preferred Securities”)
to the beneficial holder (the “Holder”) of $15,000,000 aggregate liquidation
amount of preferred securities of the Trust (the “Cancelled Preferred
Securities”) in connection with the cancellation of the Cancelled Preferred
Securities, pursuant to the Amended and Restated Trust Agreement, dated as of
March 16, 2006, among the Company, as depositor, Wilmington Trust Company, as
property trustee (the “Property Trustee”), Wilmington Trust Company, as Delaware
Trustee, and the administrative trustees named therein, as amended by the First
Amendment to Amended and Restated Trust Agreement, dated as of October 23, 2009
(the “First Amendment”), among the Property Trustee, the administrative trustees
named therein, and the Company, as the holder of all of the Common Securities of
the Trust.
Contemporaneously with the issuance of
the Amended Preferred Securities, the Company issued $19,214,000 aggregate
principal amount of junior subordinated notes due 2036 (the “Amended Notes”) to
the Trust in connection with the cancellation of $15,464,000 aggregate principal
amount of junior subordinated notes due 2036 of the Company (the “Cancelled
Notes”) held by the Trust, pursuant to the Amended and Restated Junior
Subordinated Indenture, dated as of October 23, 2009 (the “Amended and Restated
Indenture”), between the Company and Wilmington Trust Company, as
trustee.
Pursuant
to the First Amendment, the Amended Preferred Securities bear a fixed interest
rate of 0.75% per year until the earlier of (i) October 23, 2013 and (ii) the
date on which all of the existing senior secured loans under the Company’s
senior secured credit facilities with Bank of America, Deutsche Bank and Morgan
Stanley are fully amortized, including certain deferred restructuring fees (the
“Modification Period”). After the Modification Period, the Amended
Preferred Securities will bear interest at the same rate as the Cancelled
Preferred Securities. Pursuant to the Amended and Restated Indenture,
the interest payment terms of the Amended Notes will mirror the aforementioned
interest payment terms of the Amended Preferred Securities. The first
interest payment was made by the Company on October 23, 2009 for the interest
period from June 30, 2009 to September 30, 2009. Interest payments
will thereafter be payable quarterly, commencing on December 30,
2009. All obligations under the Cancelled Notes and the
Cancelled Preferred Securities, including accrued and unpaid interest
thereunder, were accordingly fully discharged and satisfied (including the
interest payment due for the interest period from June 30, 2009 to September 30,
2009).
Under
the Amended and Restated Indenture, from October 23, 2009 until the end of the
Modification Period, the Company will be subject to limitations on its ability
(i) to pay cash
dividends on
shares of its common stock or preferred stock or redeem, purchase or acquire any
equity interests and (ii) to create, incur, issue or otherwise become liable for
new debt other than trade debt, similar debt incurred in the ordinary course of
business or debt in exchange for or to provide the funds necessary to
repurchase, redeem, refinance or satisfy the Company’s existing secured and
senior unsecured debt. In addition, during the Modification Period,
the cure period for a default in the payment of interest when due will be three
days. The Amended Notes and the Amended Preferred Securities
otherwise generally have the same terms as the Cancelled Notes and the Cancelled
Preferred Securities, respectively.
Pursuant
to a letter agreement, dated as of October 23, 2009, between the Company and the
Holder, the Company paid a transaction fee of $150,000 to cover third party fees
and costs incurred in connection with the exchange.
The
foregoing summary does not describe all of the terms contained in the Amended
and Restated Indenture and the First Amendment and is qualified in its entirety
by reference to the full texts of the Amended and Restated Indenture and the
First Amendment, copies of which are filed as Exhibits 4.1 and 4.2,
respectively, hereto and are incorporated by reference herein.
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Item
7.01.
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Regulation
FD Disclosure.
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On October 22, 2009, the Company
received a three-month extension of the waiver (the “Waiver”) of covenant breach
under its secured credit facility with BlackRock Holdco 2, Inc. The
Waiver, which was previously described in the Company’s 2008 fourth quarter
earnings press release and had subsequently been extended to October 22, 2009,
has been further extended by BlackRock Holdco 2, Inc. to January 22,
2010.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Document
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4.1
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Amended
and Restated Junior Subordinated Indenture, dated as of October 23, 2009,
between Anthracite Capital, Inc. and Wilmington Trust Company, as
trustee
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4.2
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First
Amendment to Amended and Restated Trust Agreement, dated as of October 23,
2009, among Wilmington Trust Company, as property trustee, Richard M. Shea
and James J. Lillis, each as an administrative trustee, and Anthracite
Capital, Inc., as the holder of all of the Common
Securities
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10.1
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Amendment
No. 2 and Reaffirmation Agreement, dated as of October 28, 2009, to Credit
Agreement, dated as of March 7, 2008, between Anthracite Capital, Inc., as
borrower, and BlackRock Holdco 2, Inc., as
lender
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SIGNATURES
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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ANTHRACITE
CAPITAL, INC.
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By:
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/s/ Richard
M. Shea
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Name:
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Richard
M. Shea
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Title:
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President
and Chief Operating Officer
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Dated:
October 28, 2009
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