New York Mortgage Trust, Inc. Announces Receipt of Requisite Consents and Completion of Consent Solicitation Process for 5.75% Senior Notes Due 2026

Rhea-AI Summary

New York Mortgage Trust (NYMT) has successfully completed its consent solicitation process for its 5.75% Senior Notes due 2026. The company secured majority consent from noteholders to approve a proposed amendment to the notes' indenture. NYMT will pay a consent payment of $4.00 per $1,000 principal amount of Notes to holders who provided valid consents by the June 12, 2025 expiration date. The payment is expected to be made on June 13, 2025, through D.F. King & Co. as the Information and Tabulation Agent. The proposed amendment will become operative only after all conditions are met and the consent payment is made.

Positive

• Successfully secured majority consent from noteholders
• Relatively small consent payment of $4.00 per $1,000 principal amount

Negative

• Amendment details not disclosed in the press release
• Additional conditions must be met before amendment becomes operative

Insights

Fixed Income Analyst

NYMT secured bondholder approval for an indenture amendment, paying $4 per $1,000 principal as consent fee.

New York Mortgage Trust has successfully obtained consent from a majority of its 5.75% Senior Notes holders to amend the indenture governing these 2026 notes. The company will pay consenting bondholders a modest $4.00 per $1,000 principal amount as a consent fee, which is expected to be distributed on June 13, 2025.

While this announcement confirms the procedural success of the consent solicitation initiated on June 2, it notably lacks transparency about the actual amendment's substance. This information gap is significant because indenture amendments typically modify important bondholder protections or issuer obligations, such as financial covenants, interest payment terms, or redemption provisions.

The relatively small consent payment of just 0.4% of principal suggests the amendment is likely not substantially adverse to noteholders' interests. For context, consent fees for amendments that meaningfully weaken bondholder protections typically range from 1-3% of principal.

Investors should note that this amendment won't become operative until all conditions are satisfied and the consent payment is made. The company's ability to secure majority consent rather quickly (in about 10 days) indicates either that the changes were indeed minor or that a concentrated ownership base facilitated rapid approval.

NEW YORK, June 13, 2025 (GLOBE NEWSWIRE) -- New York Mortgage Trust, Inc. (Nasdaq: NYMT) (“NYMT” or the “Company”) today announced the successful completion of its previously announced consent solicitation, having secured the necessary consents from holders of a majority of its outstanding 5.75% Senior Notes due 2026 (the “Notes”) to approve a proposed amendment to the indenture governing the Notes (the “Proposed Amendment”), in accordance with the terms and conditions set forth in the Company’s Consent Solicitation Statement, dated June 2, 2025 (the “Consent Solicitation Statement”).

As of 5:00 p.m., New York City time, on June 12, 2025 (the “Expiration Date”), the Company had received valid and unrevoked consents from holders representing a majority of the outstanding aggregate principal amount of the Notes. Accordingly, the Company and UMB Bank National Association, as trustee, have entered into a supplemental indenture implementing the Proposed Amendment.

Subject to the terms and conditions described in the Consent Solicitation Statement, the Company will pay an aggregate cash payment equal to $4.00 per $1,000 principal amount of Notes for which valid and unrevoked consents to the Proposed Amendment were delivered on or prior to the Expiration Date (the “Consent Payment”). The Consent Payment will be made to D.F. King & Co., Inc., as the Information and Tabulation Agent, on behalf of the applicable holders. The Company expects to pay the Consent Payment on June 13, 2025.

The Consent Payment is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Consent Solicitation Statement. The Proposed Amendment will not become operative unless all conditions described in the Consent Solicitation Statement have been satisfied or, where possible, waived and the Consent Payment has been paid.

About New York Mortgage Trust, Inc.

New York Mortgage Trust, Inc. is a Maryland corporation that has elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes. NYMT is an internally managed REIT in the business of acquiring, investing in, financing and managing primarily mortgage-related residential assets.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking statements involve numerous risks and uncertainties. The Company’s actual results may differ from the Company’s beliefs, expectations, estimates and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements are not historical in nature and can be identified by words such as “anticipate,” “estimate,” “will,” “should,” “expect,” “believe,” “intend,” “seek,” “plan” and similar expressions or their negative forms, or by references to strategy, plans, or intentions. Forward-looking statements are based on the Company’s beliefs, assumptions and expectations of the Company’s future performance, taking into account information currently available to the Company. Statements regarding the Consent Solicitation, the timing thereof, and the Company’s intention to fund the Consent Solicitation, are forward-looking statements. No assurance can be given that the Consent Payment discussed above will be completed on the terms described above or that the Company will be able to realize the anticipated benefits of the Consent Solicitation. These forward-looking statements are subject to risks and uncertainties, including, without limitation, market conditions and those described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 under “Item 1A. Risk Factors,” the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 under “Item 1A. Risk Factors” and on the Consent Solicitation Statement under “Certain Significant Considerations.” Other risks, uncertainties, and factors that could cause actual results to differ materially from those projected may be described from time to time in reports the Company files with the SEC, including reports on Forms 10-Q and 8-K. All forward-looking statements speak only as of the date on which they are made. New risks and uncertainties arise over time, and it is not possible to predict those events or how they may affect the Company. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

For Further Information

AT THE COMPANY
Investor Relations
Phone: 212-792-0107
Email: InvestorRelations@nymtrust.com

FAQ

What is the consent payment offered by NYMT for its 5.75% Senior Notes due 2026?

NYMT is offering a consent payment of $4.00 per $1,000 principal amount of Notes for which valid consents were received by the June 12, 2025 expiration date.

When will NYMT make the consent payment for the 2026 Notes amendment?

NYMT expects to make the consent payment on June 13, 2025, through D.F. King & Co. as the Information and Tabulation Agent.

What was the expiration date for NYMT's consent solicitation?

The expiration date for the consent solicitation was 5:00 p.m., New York City time, on June 12, 2025.

Did NYMT receive enough consents to approve the proposed amendment?

Yes, NYMT received valid and unrevoked consents from holders representing a majority of the outstanding aggregate principal amount of the Notes.

When do NYMT's Senior Notes mature?

The Senior Notes mature in 2026 and carry a 5.75% interest rate.