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 2, 2006
(January 31, 2006)
Anthracite Capital, Inc.
(Exact name of registrant as specified in its charter)
Maryland 001-13937 13-397-8906
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
40 East 52nd Street, New York, New York 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 810-3333
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N/A
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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
The information provided in Item 2.03 is incorporated by reference
herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
On January 31, 2006, Anthracite Capital, Inc. (the "Company") sold,
through a newly formed subsidiary, Anthracite Capital Trust II, a Delaware
statutory trust (the "Trust"), $50.0 million aggregate liquidation amount of
preferred securities (the "Preferred Securities") to qualified financial
institutions. The proceeds will be used to continue to execute the Company's
commercial real estate strategies. A copy of the press release announcing this
transaction is attached hereto as Exhibit 99.1.
The Preferred Securities were issued by the Trust pursuant to an
Amended and Restated Trust Agreement (the "Trust Agreement") among the Company,
as depositor, JPMorgan Chase Bank, National Association, as property trustee,
Chase Bank USA, National Association, as Delaware trustee and three
administrative trustees, each of whom is an officer of the Company. The Trust
also issued $1,550,000 aggregate liquidation amount of common securities (the
"Common Securities") pursuant to the Trust Agreement and sold the Common
Securities to the Company. The Trust used the proceeds from the sale of the
Preferred Securities and the Common Securities to purchase $51,550,000 million
aggregate principal amount of junior subordinated notes due 2036 of the Company
(the "Junior Subordinated Notes") issued pursuant to a Junior Subordinated
Indenture, dated as of January 31, 2006 (the "Indenture") between the Company
and JPMorgan Chase Bank, National Association, as trustee (the "Trustee").
The Preferred Securities require quarterly distributions at a fixed
rate of 7.73% through the interest payment date in April 2016 and at a variable
rate of LIBOR plus 2.7% thereafter. Distributions are cumulative and accrue
from the date of original issuance. The Preferred Securities mature on April
30, 2036, but may be redeemed beginning on April 30, 2011 if the Company
exercises its right to redeem the Junior Subordinated Notes as described below.
Interest accrues from the date of original issuance.
The Junior Subordinated Notes mature on April 30, 2036, but the
Company may redeem the Junior Subordinated Notes, in whole or in part, at par
beginning on April 30, 2011, and may redeem them earlier than such date
following the occurrence of a Special Event, as defined in the Indenture. The
Trust will be required to redeem a like amount of the Preferred Securities if
the Partnership exercises its right to redeem all or a portion of the Junior
Subordinated Notes.
Either the Trustee or the holders of at least 25% of the aggregate
principal amount of the outstanding Junior Subordinated Notes may declare the
principal amount of, and all accrued interest on, all the Junior Subordinated
Notes to be due and payable immediately, or if the holders of the Junior
Subordinated Notes fail to make such declaration, the holders of at least 25%
in aggregate liquidation amount of the Preferred Securities outstanding shall
have a right to make such declaration, if an Event of Default occurs. Any
holder of the Preferred Securities has the right, upon the occurrence of an
Event of Default, to institute suit directly against the Company for
enforcement of payment to such holder of principal of and any premium and
interest, including additional interest, on the Junior Subordinated Notes
having a principal amount equal to the aggregate liquidation amount of the
Preferred Securities held by such holder.
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
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Name: James J. Lillis
Title: Chief Financial Officer
Dated: February 2, 2006
ANTHRACITE CAPITAL, INC.
CURRENT REPORT ON FORM 8-K
Report dated February 2, 2006 (January 31, 2006)
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Anthracite Capital, Inc., dated
February 2, 2006.