UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): June 27, 2007
American Home Mortgage Investment Corp.
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(Exact Name of Registrant as Specified in Its Charter)
Maryland 001-31916 20-0103914
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
538 Broadhollow Road, Melville, New York 11747
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 396-7700
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(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.
On June 27, 2007, American Home Mortgage Investment Corp. (the "Company")
entered into a commitment letter with certain funds advised by Marathon Asset
Management, LLC ("Marathon") whereby Marathon agreed to purchase $125 million
principal amount of 9.75% convertible junior subordinated trust preferred
securities (the "Trust Preferred Securities") on or prior to June 28, 2007
subject to the terms and conditions set forth therein. On June 28, 2007, the
Company announced that it had executed a Purchase Agreement and completed the
sale of the Trust Preferred Securities by AHM Capital Trust I (the "Trust"), a
newly-formed statutory trust organized under the laws of the State of Delaware.
All of the Trust Common Securities (in an aggregate principal amount of
$3,866,000) are owned by the Company. A copy of the Purchase Agreement is
attached hereto as Exhibit 10.1 and is incorporated herein by reference. A copy
of the Amended and Restated Declaration of Trust (the "Trust Agreement") is
attached hereto as Exhibit 4.1 and is incorporated herein by reference.
The Trust used the proceeds from the sale of the trust securities to
purchase 9.75% junior subordinated convertible debentures, due July 1, 2037, in
the principal amount of $128,866,000 issued by the Company (the "Debentures"),
the payments on which will be used to satisfy the Trust's obligations on the
trust securities. The Debentures were issued pursuant to an Indenture dated June
28, 2007 among the Company and Wilmington Trust Company as Debenture Trustee. A
copy of the Indenture is attached hereto as Exhibit 4.2 and is incorporated
herein by reference.
Holders of Trust Preferred Securities have the right to convert their
Trust Preferred Securities into shares of the Company's common stock (by
exchanging such Trust Preferred Securities for Debentures which then are
converted into common stock) at an initial conversion price of $25.57 per share,
subject to standard anti-dilution adjustments. The conversion price may be reset
on certain dates and upon the occurrence of certain events, all as set forth in
the Indenture and Trust Agreement. The Company has agreed to file a Registration
Statement with respect to the common stock underlying the Trust Preferred
Securities within 90 days following the closing date pursuant to a Registration
Rights Agreement dated June 28, 2007, a copy of which is attached hereto as
Exhibit 10.2 and is incorporated herein by reference.
Neither the Trust Preferred Securities, the Common Securities, the
underlying common stock, nor the Debentures have been registered under the
Securities Act of 1933, as amended, or applicable state securities laws, and
unless so registered, may not be offered or sold in the United States, except
pursuant to an applicable exemption from the registration requirements of the
Securities Act of 1933, as amended, and applicable state securities laws.
The Company issued a press release on June 28, 2007 in connection with the
closing of the transaction. A copy of the press release is attached hereto as
Exhibit 99.1.
Item 2.02 Results of Operations and Financial Condition
On June 28, 2007, the Company issued a press release (i) addressing the
expected impact of credit related charges on its earnings for the second quarter
of 2007, (ii) reaffirming its current dividend policy and (iii) temporarily
suspending its earnings guidance. A copy of the press release is attached as
Exhibit 99.1 and is incorporated herein by reference.
The information included in the press release is deemed to be "filed"
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As
such, it will be expressly incorporated into a filing of the Company under the
Securities Act of 1933, as amended, or the Exchange Act made after the date
hereof, and the information contained herein, including Exhibit 99.1 hereto,
shall be incorporated by reference into any such filing of the Company, whether
made before or after the date hereof, regardless of any general incorporation
language in such filing.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
See the description contained in Item 1.01 of this Current Report on Form
8-K, which is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
See the description contained in Item 1.01 of this Current Report on Form
8-K, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
4.1 Amended and Restated Declaration of Trust, dated as of June 28, 2007, among
the Company, as Initial Purchaser of Common Securities and Debenture Issuer,
Wilmington Trust Company, as Property Trustee, the Administrative Trustees named
therein, Wilmington Trust Company, as Delaware Trustee and the holders from time
to time of undivided beneficial interests in the assets of the Trust.
4.2 Indenture, dated as of June 28, 2007, between the Company and Wilmington
Trust Company, as Debenture Trustee.
10.1 Purchase Agreement, dated June 28, 2007, among the Company, the Trust and
the Purchasers named on Schedule I thereto.
10.2 Registration Rights Agreement, dated as of June 28, 2007, among the
Company, the Trust and the Purchasers.
99.1 Press Release, dated June 28, 2007.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: June 29, 2007 AMERICAN HOME MORTGAGE
INVESTMENT CORP.
By: /s/ Michael Strauss
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Name: Michael Strauss
Title: Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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4.1 Amended and Restated Declaration of Trust,
dated as of June 28, 2007, among the Company,
as Initial Purchaser of Common Securities and
Debenture Issuer, Wilmington Trust Company,
as Property Trustee, the Administrative
Trustees named therein, Wilmington Trust
Company, as Delaware Trustee and the holders
from time to time of undivided beneficial
interests in the assets of the Trust.
4.2 Indenture, dated as of June 28, 2007, between
the Company and Wilmington Trust Company, as
Debenture Trustee.
10.1 Purchase Agreement, dated June 28, 2007,
among the Company, the Trust and the
Purchasers.
10.2 Registration Rights Agreement, dated as of
June 28, 2007, among the Company, the Trust
and the Purchasers.
99.1 Press Release, dated June 28, 2007.