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NYMT > SEC Filings for NYMT > Form 8-K on 7-Apr-2014All Recent SEC Filings

Show all filings for NEW YORK MORTGAGE TRUST INC



Entry into a Material Definitive Agreement, Financial Statements and

Item 1.01. Entry into a Material Definitive Agreement.

On April 2, 2014, New York Mortgage Trust, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with UBS Securities LLC, Credit Suisse Securities (USA) LLC, Barclays Capital Inc. and RBC Capital Markets, LLC, as representatives of the underwriters named therein (the "Underwriters"), relating to the offer and sale of 13,000,000 shares of the Company's common stock, par value $0.01 per share ("Common Stock"). In addition, the Company granted the Underwriters a 30-day option to purchase up to an additional 1,950,000 shares of Common Stock on the same terms and conditions, which option the Underwriters exercised in full on April 3, 2014. Closing for the offer and sale of the aggregate 14,950,000 shares of Common Stock (including the 1,950,000 shares being issued pursuant to the Underwriter's option) occurred on April 7, 2014, and resulted in total net proceeds to the Company of approximately $109.9 million after deduction of underwriting discounts and commissions and estimated offering expenses.

The Underwriting Agreement contains customary representations, warranties and covenants by the Company. The Company also agreed to indemnify the Underwriters against certain specified types of liabilities, including liabilities under the Securities Act of 1933, and to contribute to payments the Underwriters may be required to make in respect of these liabilities. In the ordinary course of business, the Underwriters or their affiliates may in the future engage in various financing, commercial banking and investment banking services with, and provide financial advisory services to, the Company and its affiliates for which they may receive customary fees and expenses.

The shares of Common Stock were issued pursuant to the Company's shelf registration statement on Form S-3 (File No. 33-186017), which was declared effective by the Securities and Exchange Commission on January 28, 2013.

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement. In connection with the filing of the Underwriting Agreement, the Company is filing the opinions of its special Maryland counsel, Venable LLP, and tax counsel, Hunton & Williams LLP, as Exhibits 5.1 and 8.1 hereto, respectively.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith:

1.1 Underwriting Agreement, dated as of April 2, 2014, by and among the Company, UBS Securities LLC, Credit Suisse Securities (USA) LLC, Barclays Capital Inc., and RBC Capital Markets, LLC.

5.1 Opinion of Venable LLP regarding legality of shares.

8.1 Opinion of Hunton & Williams LLP regarding tax matters.

23.1 Consent of Venable LLP (included in Exhibit 5.1)

23.2 Consent of Hunton & Williams LLP (included in Exhibit 8.1).

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