NYMT Sells Mortgage Origination Business

TL;DR

NYMT selling its mortgage origination arm to focus on securitization/servicing. Deal expected Q3.

AI Summary

New York Mortgage Trust Inc. announced on June 28, 2024, that it has entered into a definitive agreement to sell its mortgage loan origination business, New York Mortgage Company, LLC, to an unaffiliated third party. The transaction is expected to close in the third quarter of 2024 and is subject to customary closing conditions. This divestiture is part of the company's strategic plan to focus on its securitization and servicing businesses.

Why It Matters

This sale signifies a strategic shift for New York Mortgage Trust, moving away from origination to concentrate on its core securitization and servicing operations.

Risk Assessment

Risk Level: medium — The sale of a business segment introduces execution risk and potential impacts on future revenue streams, though it aligns with a stated strategic focus.

Key Players & Entities

• New York Mortgage Trust Inc. (company) — Seller
• New York Mortgage Company, LLC (company) — Business being sold
• June 28, 2024 (date) — Announcement date
• third quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.01 — ch Registered Common Stock, par value $0.01 per share NYMT NASDAQ Stock Market
• $25.00 — erred Stock, par value $0.01 per share, $25.00 Liquidation Preference NYMTN NASDAQ
• $60 million — y"), completed the issuance and sale of $60 million aggregate principal amount of its 9.125
• $9.0 million — option to purchase up to an additional $9.0 million aggregate principal amount of the Notes
• $57.5 million — enses, are expected to be approximately $57.5 million. The Company intends to use the net pro

Filing Documents

• tm2418480d2_8k.htm (8-K) — 50KB
• tm2418480d2_ex1-1.htm (EX-1.1) — 216KB
• tm2418480d2_ex5-1.htm (EX-5.1) — 22KB
• tm2418480d2_ex5-2.htm (EX-5.2) — 22KB
• tm2418480d2_ex8-1.htm (EX-8.1) — 30KB
• tm2418480d2_ex5-1img001.jpg (GRAPHIC) — 12KB
• tm2418480d2_ex5-1img002.jpg (GRAPHIC) — 4KB
• tm2418480d2_ex5-1img003.jpg (GRAPHIC) — 4KB
• tm2418480d2_ex5-1img004.jpg (GRAPHIC) — 4KB
• tm2418480d2_ex5-2img001.jpg (GRAPHIC) — 3KB
• tm2418480d2_ex8-1img001.jpg (GRAPHIC) — 3KB
• tm2418480d2_ex8-1img002.jpg (GRAPHIC) — 1KB
• tm2418480d2_ex8-1img003.jpg (GRAPHIC) — 1KB
• tm2418480d2_ex8-1img004.jpg (GRAPHIC) — 1KB
• tm2418480d2_ex8-1img005.jpg (GRAPHIC) — 1KB
• 0001104659-24-076316.txt ( ) — 704KB
• nymt-20240628.xsd (EX-101.SCH) — 5KB
• nymt-20240628_def.xml (EX-101.DEF) — 28KB
• nymt-20240628_lab.xml (EX-101.LAB) — 42KB
• nymt-20240628_pre.xml (EX-101.PRE) — 27KB
• tm2418480d2_8k_htm.xml (XML) — 10KB

01. Other Events

Item 8.01. Other Events. On June 28, 2024, New York Mortgage Trust, Inc., a Maryland corporation (the "Company"), completed the issuance and sale of $60 million aggregate principal amount of its 9.125% Senior Notes due 2029 (the "Notes"), in a public offering pursuant to the Company's registration statement on Form S-3ASR (File No. 333-258589) (the "Registration Statement") and a related prospectus, as supplemented by a preliminary prospectus supplement, dated June 25, 2024 and a final prospectus supplement dated June 25, 2024, each filed with the Securities Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to the Underwriting Agreement (as defined below), the Company also granted the Underwriters (as defined below) a 30-day option to purchase up to an additional $9.0 million aggregate principal amount of the Notes to cover over-allotments, if any. The Notes were sold pursuant to an underwriting agreement (the "Underwriting Agreement"), dated as of June 25, 2024, by and among the Company and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Keefe, Bruyette & Woods, Inc. and Piper Sandler & Co. as representatives of the several underwriters named therein (collectively, the "Underwriters"), whereby the Company agreed to sell to the Underwriters and the Underwriters agreed to purchase from the Company, subject to and upon the terms and conditions set forth in the Underwriting Agreement, the Notes. The Company made certain customary representations, warranties and covenants concerning the Company and the Registration Statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act. The Notes were issued at 100% of the principal amount, bear interest at a rate equal to 9.125% per year, payable in cash quarterly in arrears on January 1, April 1, July 1

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit 1.1 Underwriting Agreement, dated June 25, 2024, by and among the Company and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Keefe, Bruyette & Woods, Inc. and Piper Sandler & Co. as representatives of the several underwriters named therein. 4.1 Indenture, dated January 23, 2017, between the Company and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Company's Form 8-K, dated January 23, 2017). 4.2 Second Supplemental Indenture, dated June 28, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.9 to the Company's Registration Statement on Form 8-A, dated June 28, 2024). 4.3 Form of 9.125% Senior Notes Due 2029 of the Company (attached as Exhibit A to the Second Supplemental Indenture, incorporated herein by reference to Exhibit 4.9 to the Company's Registration Statement on Form 8-A, dated June 28, 2024). 5.1 Opinion of Venable LLP regarding the legality of the Notes. 5.2 Opinion of Vinson & Elkins L.L.P. regarding the legality of the Notes. 8.1 Opinion of Vinson & Elkins L.L.P. regarding certain tax matters. 23.1 Consent of Venable LLP (included in Exhibit 5.1 hereto). 23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibits 5.2 and 8.1 hereto). 104 Cover Page Interactive Data File (formatted as Inline XBRL). 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. (Registrant) By: /s/ Kristine R. Nario-Eng Name: Kristine R. Nario-Eng Title: Chief Financial Officer Date: June 28, 2024

View Full Filing

View this 8-K filing on SEC EDGAR