Form 424B5 NEW YORK MORTGAGE TRUST
Filed under rule 424 (b) (5)
Registration no. 333-226726
Subject to completion
Preliminary supplement to the prospectus dated June 29, 2021
SUPPLEMENT TO THE PROSPECTUS (to the prospectus dated August 9, 2018)
% Series F Fixed-to-Variable Rate Accumulated Redeemable Preferred Share (Liquidation Preference $ 25.00 per share)
New York Mortgage Trust, Inc., a Maryland company, is offering shares to the public of its cumulatively redeemable fixed-rate% Series F preferred stock at a par value of $ 0.01 per share, which we refer to as the Series Preferred Stock in this Supplement F. This is an original issue of Series F Preferred Stock Holders of Series F Preferred Stock are entitled to Cumulative Cash Dividends (i) from the original issue date (inclusive) through October 15, 2026 (exclusive) at a fixed rate of% pa of the liquidation preference of USD 25.00 per share (corresponds to USD per year per share) and (ii) from and including October 15, 2026 at a floating interest rate that corresponds to a reference interest rate (which is expected to be a three-month SOFR (as defined below)) plus a spread of% per annum of the liquidation preference of $ 25.00 per share. Dividends are payable quarterly retrospectively on or around January 15, April, July and October of each year, if and as announced, starting on October 15, 2021 (long first dividend period). Dividends are cumulative and cumulative from the date of the original issue of Series F Preferred Shares, inclusive.
We cannot redeem Series F preferred stock prior to October 15, 2026, except in circumstances where it is necessary to maintain our qualification as a Real Estate Investment Trust or REIT for US federal income tax purposes and except as described below on the occurrence of a change of control (as defined herein). On or after October 15, 2026, we can at our discretion with a notice period of at least 30 or more than 60 days and subject to certain procedural provisions, individual or all shares of the series F preference shares against cash payment at a redemption price of USD 25.00 per share, plus any accrued and unpaid dividends thereon (whether approved or declared) up to the redemption date, but excluding interest. In addition, if a change of control occurs, we can, at our discretion, with a notice period of at least 30 or more than 60 days and subject to certain procedural provisions, redeem some or all of the series F preference shares within 120 days on or after the first day on which a such change of control has occurred for cash at a redemption price of $ 25.00 per share plus any accrued and unpaid dividends thereon (whether approved or declared) for redemption, but excluding date, excluding interest. The F Series Preferred Stock has no specified maturity, is not subject to any declining Fund or mandatory redemption, and is outstanding indefinitely unless repurchased or redeemed by us or in shares of our common stock with a par value of $ 0.01 each Share in connection with a change of control by the holders of Series F preferred shares.
In the event of a change of control, every holder of Series F preference shares has the right (subject to our choice, to repay all or part of the Series F preference shares before the change of control date as described above). (as defined herein) to convert some or all of the shares of the Series F Preferred Stock held by such holder on the Conversion Date of the Change of Control into a number of shares of our common stock per share of the Series F Preferred Stock that is of the. corresponds to less of:
the quotient obtained by (i) dividing the sum of Series F Liquidation Preferred Stock of $ 25.00 per share plus the amount of all accrued and unpaid dividends thereon (whether approved or declared) on change of control, but excluding dividing Conversion Date (unless the Conversion Date of the Change of Control is after a Dividend Record Date (as defined herein) and before the applicable Dividend Payment Date (as defined herein) for the Series F Preferred Stock, in which case no additional amount for these accumulated and unpaid dividends is due in that sum included) by (ii) the common stock price (as defined herein); and
(the “Share Cap”), subject to certain adjustments described herein;
from time to time under the terms and conditions described in this Supplement, including the provisions for receiving alternative consideration in certain circumstances as described in this Supplement.
There is currently no market for Series F preference shares. We have applied for the listing of F Series Preferred Shares on the Nasdaq Global Select Market under the symbol “NYMTL”. If the application is approved, trading of Series F Preferred Shares on the Nasdaq Global Select Market is expected to commence within 30 days of the date of the initial issue of Series F Preferred Shares. Our common stock trades on the Nasdaq Global Select Market under the symbol “NYMT”.
There are restrictions on the transfer and ownership of the Series F preferred stock which are intended to preserve our qualification as a REIT for US federal income tax purposes. Please refer to the sections entitled “Description of Series F Preferred Shares – Transfer and Ownership Restrictions” in this Supplement and “Description of Common Stocks – Ownership and Transfer Restrictions” in the accompanying Prospectus. In addition, holders of Series F Preferred Shares will generally not have voting rights except in the limited circumstances described in this Supplement.
Prize to the public
Insurance discounts and commissions
Proceeds to us (before expenses)
Assumes that the syndicate banks’ option to purchase additional shares is not exercised, as described below.
Neither the United States Securities and Exchange Commission nor any federal securities commission has approved, rejected or determined whether this Supplement or the related prospectus to which it relates is truthful or complete. Any representation to the contrary is punishable by law.
The syndicate banks have the option of acquiring a maximum of further shares of our Series F preferred shares within 30 days of the date of this prospectus supplement, solely to cover over-allotments under the above conditions.
Delivery of the shares of the Series F preference shares will be made on or about July 2021 only in book form by the Depository Trust Company.
Sole book running manager
The date of this Supplement is. June 2021.