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| DFR > SEC Filings for DFR > Form 8-K on 2-Oct-2008 | All Recent SEC Filings |
2-Oct-2008
Entry into a Material Definitive Agreement, Notice of Delisting or Failur
On September 26, 2008, DFR entered into amendments (the "Amendments") to the note purchase agreements governing its Series A Senior Secured Notes and Series B Senior Secured Notes. Among other things, the Amendments deleted a real estate investment trust ("REIT") qualification covenant contained in each of the note purchase agreements. Also on September 26, 2008, DFR entered into three Supplemental Indentures (the "Supplemental Indentures") with the holders of the trust preferred securities issued by Deerfield Capital Trust I, Deerfield Capital Trust II and Deerfield Capital Trust III to delete a REIT qualification covenant contained in each of the indentures governing those securities.
The description of the Amendments and the Supplemental Indentures contained in this Item 1.01 is qualified in its entirety by Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 to this Current Report on Form 8-K.
On October 1, 2008, DFR notified the New York Stock Exchange (the "NYSE") that it had terminated its REIT status. This termination constitutes a failure by DFR to maintain compliance with a NYSE continued listing standard. In anticipation of the foregoing, DFR submitted a listing application to the NASDAQ and is working to ensure a smooth transition of its common stock listing from the NYSE to the NASDAQ. DFR's stock is expected to continue to trade under the ticker symbol "DFR."
On October 2, 2008, DFR issued a press release announcing, among other items, its conversion to a C corporation, the termination of its REIT status, its intention to transfer its common stock listing from the NYSE to the NASDAQ and board approval of a 1-for-10 reverse stock split with an expected effective date of October 16, 2008. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, including the Press Release furnished pursuant to Item 9.01, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that Section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including the Press Release furnished pursuant to Item 9.01, shall not be deemed to be incorporated by reference into the filings of DFR under the Securities Act of 1933.
(d) Exhibits.
10.1 Amendment No. 2, dated as of September 26, 2008, to and under the Note Purchase Agreement, dated as of December 21, 2007 (the Series A NPA), by and among DFR Merger Company, LLC, Deerfield & Company LLC, Deerfield Capital Corp. and Triarc Companies, Inc. and the Purchasers.
10.2 Amendment No. 2, dated as of September 26, 2008, to and under the Note Purchase Agreement, dated as of December 21, 2007 (the Series B NPA), by and among DFR Merger Company, LLC, Deerfield & Company LLC, Deerfield Capital Corp., Triarc Companies, Inc. and the Purchasers.
10.3 Second Supplemental Indenture, dated as of September 26, 2008, to and under the Junior Subordinated Indenture, dated as of September 29, 2005, by and between Deerfield Capital LLC (f/k/a Deerfield Triarc Capital LLC) and The Bank of New York Mellon Trust Company, National Association (as successor to JPMorgan Chase Bank, National Association).
10.4 Second Supplemental Indenture, dated as of September 26, 2008, to and under the Junior Subordinated Indenture, dated as of August 2, 2006, by and between Deerfield Capital LLC (f/k/a Deerfield Triarc Capital LLC) and The Bank of New York Mellon Trust Company, National Association (as successor to JPMorgan Chase Bank, National Association).
10.5 Second Supplemental Indenture, dated as of September 26, 2008, to and under the Junior Subordinated Indenture, dated as of October 27, 2006, by and between Deerfield Capital LLC (f/k/a Deerfield Triarc Capital LLC) and The Bank of New York Mellon Trust Company, National Association (as successor to JPMorgan Chase Bank, National Association).
99.1 Press Release issued by DFR on October 2, 2008.
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