form8k.htm
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) February
21, 2008 (February 15, 2008)
|
|
Anthracite
Capital, Inc.
|
(Exact
name of registrant as specified in its
charter)
|
Maryland
|
001-13937
|
13-3978906
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
40
East 52nd Street, New York, New York
|
|
10022
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area
code
|
(212)
810-3333
|
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):
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.01.
|
|
Entry
into a Material Definitive
Agreement.
|
The information provided in Item 2.03
is incorporated by reference in this Item 1.01.
Item
2.03.
|
|
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
|
On February 15, 2008, AHR Capital MS
Limited (the "Borrower"), a wholly owned subsidiary of Anthracite Capital, Inc.
(the "Company"), Morgan Stanley Mortgage Servicing Ltd, as the security trustee,
Morgan Stanley Bank, as the initial lender, and Morgan Stanley Principal Funding
Inc., as the first new lender and agent (the "Agent"), entered into the Second
Amended and Restated Multicurrency Revolving Facility Agreement (the
"Agreement") through an Amendment and Restatement Deed. The Agreement
amended and restated the original agreement dated February 17, 2006 as first
amended and restated on July 20, 2007.
On February 15, 2008, in connection
with the Agreement, the Company entered into an Amended and Restated Parent
Guaranty and Indemnity (the "Guaranty"). The Guaranty was executed by
the Company, as guarantor, in favor of Morgan Stanley Mortgage Servicing Ltd, as
the security trustee under the Agreement, and the Agent.
Pursuant to the Agreement, the
termination date of the $300 million USD-equivalent multicurrency revolving
facility changed from February 17, 2008 to February 7, 2009 and the Borrower
agreed to pay to the Agent (for the account of the lenders) a one-time
additional commitment fee of $1,500,000, which is the equivalent of 0.50% of the
$300 million total maximum credit under the facility.
Pursuant to the Guaranty, certain
financial covenants were added or modified so that: (i) the Company is
required to have a minimum Debt Service Coverage Ratio (as defined in the
Guaranty) of 1.4 to 1.0 for any calendar quarter, (ii) on any date, the
Company's Tangible Net Worth (as defined in the Guaranty) shall not decline 20%
or more from its Tangible Net Worth as of the last business day in the third
month preceding such date, (iii) on any date, the Company's Tangible Net Worth
shall not decline 40% or more from its Tangible Net Worth as of the last
business day in the twelfth month preceding such date, (iv) on any date, the
Company's Tangible Net Worth shall not be less than the sum of $400,000,000 plus
75% of any equity offering proceeds received from and after February 15, 2008,
(v) at all times, the ratio of the Company's Total Indebtedness (as defined in
the Guaranty) to Tangible Net Worth shall not be greater than 3:1, and (vi) the
Company's Liquid Assets (as defined in the Guaranty) shall not at any time be
less than 5% of its Mark-to-Market Indebtedness (as defined in the Guaranty),
subject to certain exceptions before March 31, 2008.
Morgan Stanley
Mortgage Servicing Ltd, Morgan Stanley Bank, Morgan Stanley Principal Funding
Inc. and its affiliates have from time to time provided other financial
services to the Company, BlackRock Financial Management, Inc., the manager of
the Company, and their respective affiliates, for which they received customary
compensation.
The foregoing descriptions of the
Agreement and the Guaranty 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 herein by
reference.
Item
9.01.
|
|
Financial
Statements and Exhibits.
|
(d)
Exhibits.
Exhibit
Number
|
Description
|
|
|
10.1
|
Second
Amended and Restated Multicurrency Revolving Facility Agreement, dated as
of February 15, 2008, among AHR Capital MS Limited, as borrower, Morgan
Stanley Mortgage Servicing Ltd, as the security trustee, Morgan Stanley
Bank, as the initial lender, and Morgan Stanley Principal Funding Inc., as
the first new lender and agent, including Amendment and Restatement
Deed
|
10.2
|
Amended
and Restated Parent Guaranty and Indemnity, dated as of February 15, 2008,
executed by the Company, as guarantor, in favor of Morgan Stanley Mortgage
Servicing Ltd, as the security trustee, and Morgan Stanley Principal
Funding Inc., as the agent
|
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.
|
ANTHRACITE
CAPITAL, INC.
|
|
|
|
By:
|
/s/
James J. Lillis |
|
|
|
Name:
James J. Lillis
Title:
Chief Financial Officer and Treasurer
|
|
|
|
|
|
Dated:
February 21, 2008
|