- Current report filing (8-K)
December 01 2009 - 6:59AM
Edgar (US Regulatory)
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
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Date
of Report (Date of earliest event reported)
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December 1, 2009 (November 25,
2009)
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Anthracite
Capital, Inc.
(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
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(212)
810-3333
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N/A
(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):
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(b)
On November 25,
2009,
Kathleen M. Hagerty
tendered her
resignation from the Board of Directors of Anthracite Capital, Inc. (the
"Company") effective immediately.
Ms. Hagerty’s resignation
did not result from a disagreement with the Company on any matter relating to
the Company’s operations, policies or practices.
As previously reported in a Current
Report on Form 8-K filed with the Securities Exchange Commission on November 3,
2009, the Company did not make interest payments, when due on October 30, 2009,
on its outstanding $13.75 million aggregate principal amount of 7.22% Senior
Notes due 2016, its outstanding $28 million aggregate principal amount of
7.772%-to-floating rate Senior Notes due 2017 and its outstanding $37.5 million
aggregate principal amount of 8.1275%-to-floating rate Senior Notes due 2017
(collectively, the "Senior Notes"). Under the indentures governing the Senior
Notes, the continuance of an interest payment default for a period of 30 days
constitutes an event of default. The Company failed to make the interest
payments on the Senior Notes within this 30-day period. As a result, an event of
default occurred and is continuing under each of the indentures governing the
Senior Notes.
While the events of default are
continuing, the trustee or the holders of at least 25% in aggregate principal
amount of any of the three series of the outstanding Senior Notes may, by a
written notice to the Company, declare the principal amount of such series of
Senior Notes to be immediately due and payable. To date, the Company has not
received any written notice of acceleration of the Senior Notes.
The events of default have triggered
cross-default provisions in the Company’s secured bank facilities and its credit
facility with BlackRock Holdco 2, Inc. and, if any debt were accelerated, would
trigger a cross-acceleration provision in the Company’s convertible notes
indenture. If acceleration were to occur, the Company would not have sufficient
liquid assets available to repay such indebtedness and, unless the Company were
able to obtain additional capital resources or waivers, the Company would be
unable to continue to fund its operations or continue its business.
One of the Company's secured bank
lenders, Deutsche Bank, whose loans to the Company were made under a repurchase
agreement, has informally indicated to the Company that it intends to exercise
its remedy of taking the collateral under the repurchase agreement. Under the
repurchase agreement, Deutsche Bank must give the Company at least five business
days' written notice before it may exercise this remedy. As of the time of this
release, the Company has not received any such written notice from Deutsche
Bank. Approximately $58 million principal amount of indebtedness remains
outstanding under the Company’s repurchase facility with Deutsche
Bank.
The Company is discussing the events of
default and situation with certain of its creditors, but there can be no
assurance that such discussions will result in the continuing operations of the
Company.
Currently, the cash flows from
substantially all of the Company’s assets are being diverted to a cash
management account for the benefit of the Company’s secured bank lenders due to
the continuation of the Company’s default on amortization payments required
under such secured bank facilities.
Management’s assessment of the
Company’s liabilities and the current market value of the Company’s assets
suggests that, in the event of a reorganization or liquidation of the Company in
the near term, shareholders would not receive any value and the value received
by the Company’s unsecured creditors would be minimal.
A copy of the press release of the
Company announcing the events of default is filed under this Item 8.01 as
Exhibit 99.1.
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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
No.
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Document
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99.1
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Press
release dated December 1, 2009
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SIGNATURES
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:
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/s/ Richard M.
Shea
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Name:
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Richard
M. Shea
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Title:
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President
and Chief Operating Officer
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Dated:
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December
1, 2009
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