SEC Filing Summary: Form 8-K
Business Context and Reporting Period
Company: New York Mortgage Trust, Inc. (Note: Metadata listed "ADAMAS TRUST, INC." but the filing text identifies the registrant as New York Mortgage Trust, Inc.)
Filing Date: July 6, 2021
Reporting Period: Current Report covering events on June 29, 2021, and July 6, 2021.
Primary Event: Designation and offering of a new series of preferred stock.
Key Financial Metrics and Capital Structure
This filing details a capital raise rather than operating performance metrics. Key financial terms include:
- Security Issued: 6.875% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock.
- Shares Offered: 5,750,000 shares (5,000,000 base offering + 750,000 via underwriter option).
- Liquidation Preference: $25.00 per share.
- Expected Net Proceeds: Approximately $138.6 million after underwriting discounts and expenses.
- Dividend Rate (Fixed): 6.875% per annum ($1.71875 per share) from issuance until October 15, 2026.
- Dividend Rate (Floating): SOFR + 6.130% per annum commencing October 15, 2026.
Note: The filing text does not provide current revenue, profit, cash flow, or total debt figures.
Material Changes
The primary material change is the expansion of the company's capital structure through the issuance of the Series F Preferred Stock. The company filed Articles Supplementary with the State of Maryland to designate 5,750,000 shares of authorized but unissued preferred stock. Additionally, the company entered into an underwriting agreement with Raymond James & Associates, Inc., and the underwriter exercised its full option to purchase additional shares.
Outlook, Risks, and Terms
- Redemption: The stock is not redeemable prior to October 15, 2026, except for REIT qualification purposes or upon a Change of Control. After this date, the company may redeem shares at $25.00 per share plus accrued dividends.
- Change of Control: Upon a Change of Control, holders may convert shares into common stock. The conversion ratio is capped at 11.21076 shares of common stock per preferred share (the "Share Cap").
- Voting Rights: Holders generally have no voting rights, subject to limited exceptions.
- REIT Status: Ownership restrictions are in place to preserve the company's qualification as a Real Estate Investment Trust (REIT).
- Closing Date: The offering closing was expected on July 7, 2021.
Investor Verification Checklist
- Verify the actual closing date and final net proceeds of the Series F Preferred Stock offering.
- Confirm the company's total outstanding preferred stock and common stock count post-issuance to assess dilution.
- Review the company's most recent 10-Q or 10-K for current liquidity, debt levels, and operating cash flow, as this 8-K does not contain those figures.
- Monitor the company's ability to maintain REIT status given the new capital structure and ownership restrictions.
- Check for any subsequent filings regarding the conversion of the Series F stock if a Change of Control event occurs.