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
Date
of
Report (Date of earliest event reported) April
7, 2008 (April 4, 2008)
(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
(Former
name or former address, if changed since last report)
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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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Securities
Purchase Agreement
On
April
4, 2008, Anthracite Capital, Inc. (the “Company”) entered into a Securities
Purchase Agreement (the “Purchase Agreement”) with RECP IV Cite CMBS Equity,
L.P. (the “Purchaser”), a Delaware limited partnership and subsidiary of DLJ
Real Estate Capital Partners IV, L.P. (“RECP”), pursuant to which the Company
agreed to issue and sell to the Purchaser (i) 23,375 shares of the
Company’s 12% Series E-1 Cumulative Redeemable Convertible Preferred Stock, par
value $0.001 and liquidation preference $1,000 per share (the “Series E-1
Preferred Stock”), (ii) 23,375 shares of the Company’s 12% Series E-2 Cumulative
Redeemable Convertible Preferred Stock, par value $0.001 and liquidation
preference $1,000 per share (the “Series E-2 Preferred Stock”), (iii) 23,375
shares of the Company’s 12% Series E-3 Cumulative Redeemable Convertible
Preferred Stock, par value $0.001 and liquidation preference $1,000 per share
(the “Series E-3 Preferred Stock” and, together with the Series E-1 Preferred
Stock and Series E-2 Preferred Stock, the “Series E Preferred Stock”), and (iv)
3,494,021 shares (the “Common Shares” and, together with the Series E Preferred
Stock, the “Securities”) of the Company’s common stock, par value $0.001 per
share (the “Common Stock”), for an aggregate purchase price of $93,500,000 (the
“Issuance”). The Company purchased the Common Shares at $6.69 per share, the
closing price of the Common Stock on March 28, 2008.
The
Purchase Agreement contains customary representations, warranties and closing
conditions. Each of the Company and the Purchaser has agreed to indemnify
the
other for any breach of any of the representations, warranties covenants
or
agreements made by such party.
The
Company issued and sold the Securities in a private placement pursuant to
Section 4(2) of the Securities Act of 1933, as amended (the “Securities
Act”). The Purchaser made representations to the Company in the Purchase
Agreement, including that RECP is an institutional “accredited investor” as that
term is defined in Regulation D under the Securities Act and that the Purchaser
is acquiring the Securities for investment. The Company has not engaged in
general solicitation or advertising with regard to the Issuance and has not
offered the Securities to the public in connection with the
Issuance.
Registration
Rights Agreement
On
April
4, 2008, the Company entered into a Registration Rights Agreement (the
“Registration Rights Agreement”) with
the
Purchaser. Pursuant to the Registration Rights Agreement, the Company is
required, within 60 days after the closing date, to file with the Securities
and
Exchange Commission:
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a
shelf registration statement covering resales of the Securities,
including
the Common Stock issuable upon the conversion of the Series E Preferred
Stock, pursuant to Rule 415 under the Securities Act, and cause
such
registration statement to become effective under the Securities
Act no
later than 120 days after the closing of the Issuance,
and
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subject
to the Company’s right to suspend the effectiveness of the shelf
registration statement or the use of the prospectus that is part
of the
registration statement during specified periods under certain
circumstances, keep the shelf registration statement effective
until the
earliest of certain dates specified in the Registration Rights
Agreement.
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The
Registration Rights Agreement also contains registration default
provisions.
The
foregoing descriptions of the Purchase Agreement and the Registration Rights
Agreement are not complete and are qualified in their entirety by reference
to
the full text of the agreements which are filed as Exhibits 10.1 and 10.2
to
this Current Report on Form 8-K and incorporated by reference
herein.
Terms
of Conversion of Series E Preferred Stock
The
Purchaser, at its option, may convert each share of Series E Preferred Stock
at
any time into 133.46146 shares of the Common Stock (equivalent to a conversion
price of $7.4928 per share), plus cash in lieu of fractional shares, subject
to
anti-dilution adjustments. On and after April 4, 2013, the Company may, at
its
option, at any time, cause some or all of the Series E Preferred Stock to
be
converted into shares of its Common Stock at the then-applicable conversion
rate
if, for 20 trading days within any period of 30 consecutive trading days
ending
on the trading day preceding the date on which the Company gives notice of
mandatory conversion, the closing price of the Common Stock exceeds 140%
of the
then-applicable conversion price of the Series E Preferred Stock.
Other
In
connection with the Issuance, pursuant to the Series E Articles Supplementary
(as defined below), so long as more than 50.0% of the shares of the issued
Series E-1 Preferred Stock, Series E-2 Preferred Stock and Series E-3 Preferred
Stock, in the aggregate, have been continuously owned by the initial holder
thereof, holders of the Series E Preferred Stock, voting together as a single
class, have the right to elect one member of the Company’s Board of Directors at
any annual or special meeting of the stockholders of the Company or by a
written
consent in lieu of a meeting undertaken by the holders of at least a majority
of
the outstanding shares of Series E Preferred Stock, in the
aggregate.
DLJ
Real
Estate Capital Partners IV, L.P. is a fund managed by DLJ Real Estate Capital
Partners, Inc., a wholly owned subsidiary of Credit Suisse. Credit
Suisse and/or its affiliates have engaged in transactions, including swap
transactions, with the Company, BlackRock Financial Management, Inc., the
Company’s manager, and/or their affiliates in the past, for which they have
received customary compensation, and may do so from time to time in the future.
The Company has purchased and may from time to time in the future purchase
commercial mortgage-backed and other securities and loans from Credit Suisse
and
its affiliates in the ordinary course of business.
In
December 1999, RECP II Anthracite, LLC, a wholly owned subsidiary of DLJ
Real
Estate Capital Partners II, L.P., purchased 1,200,000 shares of the Company’s
10.5% Series A Senior Cumulative Convertible Redeemable Preferred Stock for
an
aggregate purchase price of $30 million. Andrew P. Rifkin served on the
Company’s Board of Directors from December 1999 to February 2002 as the Series A
Preferred Stock holders’ designee. In December 2001 and March 2002, the Series A
Preferred Stock was fully converted.
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Item
3.02.
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Unregistered
Sales of Equity Securities. |
The
information required by Item 3.02 contained in Item 1.01 is incorporated
by
reference into this Item 3.02.
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Item
3.03.
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Material
Modification to Rights of Security
Holders. |
On
April
4, 2008, the Company issued 23,375 shares of the Series E-1 Preferred Stock,
23,375 shares of the Series E-2 Preferred Stock and 23,375 shares of the
Series E-3 Preferred Stock.
Under
the
terms of the Series E Preferred Stock, unless full cumulative dividends have
been or contemporaneously are declared and paid, or declared and a sum
sufficient for the payment thereof is set apart for such payment, on the
Series
E Preferred Stock for all past dividend periods and the then current dividend
period that have not been paid, the Company’s ability to declare or pay or set
apart for payment on the Common Stock or any other shares of the Company’s
equity securities ranking, as to dividends and upon liquidation, on a parity
with or junior to the Series E Preferred Stock will be subject to restrictions
as set forth in the Series E Articles Supplementary.
Series
E-1 Preferred Stock
On
April
4, 2008, the Company filed Articles Supplementary (the “Series E-1 Articles
Supplementary”) with the State Department of Assessments and Taxation of the
State of Maryland (the “SDAT”), establishing the designation, preferences,
conversions and other rights, voting powers, restrictions, limitations as
to
dividends and other distributions, qualifications, terms and conditions of
redemption and other terms and conditions of shares of Series E-1 Preferred
Stock. The Series E-1 Articles Supplementary became effective with the SDAT
upon
filing.
Series
E-2 Preferred Stock
On
April
4, 2008, the Company filed Articles Supplementary (the “Series E-2 Articles
Supplementary”) with the SDAT, establishing the designation, preferences,
conversions and other rights, voting powers, restrictions, limitations as
to
dividends and other distributions, qualifications, terms and conditions of
redemption and other terms and conditions of shares of Series E-2 Preferred
Stock. The Series E-2 Articles Supplementary became effective with the SDAT
upon
filing.
Series
E-3 Preferred Stock
On
April
4, 2008, the Company filed Articles Supplementary (the “Series E-3 Articles
Supplementary” and, together with the Series E-1 Articles Supplementary and
Series E-2 Articles Supplementary, the “Series E Articles Supplementary”) with
the SDAT, establishing the designation, preferences, conversions and other
rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications, terms and conditions of redemption and other
terms and conditions of shares of Series E-3 Preferred Stock. The Series
E-3
Articles Supplementary became effective with the SDAT upon filing.
The
holders of the Common Stock are subject to the rights and preferences of
the
holders of the Series E Preferred Stock as set forth in the Series E Articles
Supplementary, including, without limitation, each outstanding share of Series
E
Preferred Stock is entitled to one vote for each share of Common Stock into
which such Series E Preferred Stock is convertible on any matter submitted
to a
vote or consent of the holders of Common Stock and the holders of Series E
Preferred Stock, voting together as a single class, have the right to elect
one
member of the Company’s Board of Directors under specified
circumstances.
The
foregoing summaries are not complete and are qualified in their entirety
by
reference to the Series E-1 Articles Supplementary, Series E-2 Articles
Supplementary and Series E-3 Articles Supplementary, copies of which are
attached to this Current Report on Form 8-K as Exhibit 3.1, Exhibit 3.2 and
Exhibit 3.3, respectively, and incorporated by reference herein.
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Item
5.02.
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Departure
of Director or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(d)
On
April
4, 2008, the Board of Directors of the Company increased the size of the
Board
from seven to eight, and elected Andrew P. Rifkin, a senior member of
DLJ
Real
Estate Capital Partners,
to the
Company’s Board of Directors. Mr. Rifkin’s appointment to the Board was in
connection with the Issuance and pursuant to the rights of the holders of
the
Series E Preferred Stock as set forth in the Series E Articles Supplementary.
Mr. Rifkin has not been named to any committee of the Board of Directors
at this
time. Other than the Issuance, Mr. Rifkin has no material interest in any
transaction or proposed transaction to which the Company was or is to be
a
party.
The
information required by Item 5.02 contained in Item 1.01 is incorporated
by
reference into this Item 5.02.
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Item
5.03.
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Amendment
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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The
information required by Item 5.03 contained in Item 3.03 is incorporated
by
reference into this Item 5.03.
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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
Number
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Description
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3.1
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Articles
Supplementary of the Company establishing 12% Series E-1 Cumulative
Convertible Redeemable Preferred Stock
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3.2
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Articles
Supplementary of the Company establishing 12% Series E-2 Cumulative
Convertible Redeemable Preferred Stock
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3.3
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Articles
Supplementary of the Company establishing 12% Series E-3 Cumulative
Convertible Redeemable Preferred Stock
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4.1
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Form
of 12% Series E-1 Cumulative Convertible Redeemable Preferred Stock
Certificate
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4.2
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Form
of 12% Series E-2 Cumulative Convertible Redeemable Preferred Stock
Certificate
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4.3
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Form
of 12% Series E-3 Cumulative Convertible Redeemable Preferred Stock
Certificate
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10.1
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Securities
Purchase Agreement, dated as of April 4, 2008 between the Company
and RECP
IV Cite CMBS Equity, L.P.
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10.2
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Registration
Rights Agreement, dated as of April 4, 2008, between the Company
and RECP
IV Cite CMBS Equity, L.P.
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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.
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ANTHRACITE
CAPITAL, INC.
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By: |
/s/ Richard
M. Shea |
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Name: Richard
M. Shea |
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Title: President
and Chief Operating Officer
Dated:
April 7, 2008
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