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): January 7, 2019
NEW YORK MORTGAGE TRUST, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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001-32216
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47-0934168
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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275 Madison Avenue
New York, New York 10016
(Address and zip code of
principal executive offices)
Registrant’s telephone number, including area code:
(212) 792-0107
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (§230.405 of this chapter) or Rule 12b-2 under the Exchange Act (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On January 7, 2019, the Board of Directors (the “Board”) of New York Mortgage Trust, Inc. (the “Company”) appointed Jason T. Serrano, 43, to serve as the President of the Company, effective immediately. Prior to joining the Company, Mr. Serrano was a Partner at Oak Hill Advisors, L.P. (“OHA”), an alternative investment management firm, from January 2014 to December 2018 and a Managing Director at OHA from April 2008 to December 2013. While at OHA, Mr. Serrano ran the mortgage investment business. Prior to joining OHA, Mr. Serrano served as a Principal at The Blackstone Group, where he led the structured finance investment team. Before Blackstone, he spent five years at Fortress Investment Group as Vice President, assisting in the management of $2 billion of distressed structured products and whole-loan portfolios. He also spent five years at Moody’s as a rating analyst for collateralized debt obligations and derivatives. He earned a bachelor of science degree from Oswego State University.
In connection with the recruitment and appointment by the Company of Mr. Serrano as President of the Company, the Compensation Committee of the Board approved (i) an annualized base salary of $750,000 for Mr. Serrano for fiscal year 2019 and his participation in the Company’s 2019 Annual Incentive Plan (the “2019 Bonus Plan”), (ii) a grant of 161,812 shares of restricted common stock under the Company’s 2017 Omnibus Equity Plan (the “2017 Omnibus Plan”) that vest in full on January 7, 2022, subject to continued employment and certain other conditions, and (iii) a grant of performance stock units (the “PSU Award”) under the Company’s 2019 Long-Term Equity Incentive Program (the “2019 Long-Term EIP”) and pursuant to a performance stock unit award agreement. The grant of restricted stock is being made pursuant to a restricted stock award agreement substantially in the form of the restricted stock award agreement for officers filed as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (the “10-K”).
Mr. Serrano is entitled to participate in the 2019 Bonus Plan, which is substantially in the form of the Company’s 2018 Annual Incentive Plan (the “2018 Bonus Plan”) filed as Exhibit 10.11 to the 10-K and as described under the caption “Executive Compensation-NEO Determinations for 2018-2018 Annual Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on April 20, 2018 (the “Proxy Statement”) , which disclosure is incorporated by reference herein. Mr. Serrano will be slotted into the 2019 Bonus Plan in a manner similar to the treatment of the Company’s Chief Executive Officer under the 2018 Bonus Plan. The PSU award is subject to performance-based vesting under the 2017 Omnibus Plan pursuant to a performance stock unit award agreement substantially in the form of the performance stock unit award agreement (the “PSU Agreement”) filed as Exhibit 10.12 to the 10-K and as described under the caption “Executive Compensation-NEO Determinations for 2018-2018 Long-Term EIP” in the Proxy Statement, which disclosure is incorporated by reference herein. The target number of PSUs subject to the PSU award is 254,669 and the performance period for the PSU Award commenced on January 1, 2019 and runs through December 31, 2021.
There were no arrangements or understandings pursuant to which Mr. Serrano was appointed as President of the Company, and there are no related party transactions between the Company and Mr. Serrano reportable under Item 404(a) of Regulation S-K.
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Item 7.01.
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Regulation FD Disclosure.
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On January 7, 2019, the Company issued a press release announcing Mr. Serrano’s appointment to serve as President of the Company and providing an update regarding the Company’s fourth quarter 2018 investment activity. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
The information included in Item 7.01 of this Current Report on Form 8-K and the exhibit related thereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
Exhibits.
The following exhibit is being furnished herewith this Current Report on Form 8-K.
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Exhibit
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Description
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Press Release dated January 7, 2019.
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SIGNATURE
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 thereunto duly authorized.
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NEW YORK MORTGAGE TRUST, INC.
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(Registrant)
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Date: January 7, 2019
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By:
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/s/ Steven R. Mumma
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Steven R. Mumma
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Chief Executive Officer
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New York Mortgage Trust Appoints
Jason Serrano as President and Provides Update Regarding Fourth Quarter Investment Activity
NEW YORK, January 7, 2019 (GLOBE NEWSWIRE) -- New York Mortgage Trust, Inc. (Nasdaq:NYMT) ("NYMT," the "Company," "we," "our" or "us") today announced that its Board of Directors has named Jason T. Serrano as President of the Company, effective January 7, 2019. Mr. Serrano will report to Steven R. Mumma, the Company’s CEO.
Mr. Serrano was a Partner at Oak Hill Advisors, L.P. (“OHA”), an alternative investment management firm, from January 2014 to December 2018 and a Managing Director at OHA from April 2008 to December 2013. While at OHA, Mr. Serrano ran the mortgage investment business. Prior to joining OHA, Mr. Serrano served as a Principal at The Blackstone Group, where he led the structured finance investment team. Prior to Blackstone, Mr. Serrano spent five years at Fortress Investment Group as Vice President, assisting in the management of $2 billion of distressed structured products and whole-loan portfolios.
“I'm pleased to welcome Jason to NYMT," said Steven R. Mumma, CEO of NYMT. "I have been continually impressed by Jason's leadership, vision and instinct and believe his experience in managing and growing the mortgage investment business and driving revenue at scale will help us continue to strengthen our position as a leader in the hybrid mortgage REIT industry.”
Mr. Serrano added, "I'm excited and honored to join NYMT and I look forward to applying my experiences to help Steve and the team continue to build a premier financial firm.”
Fourth Quarter 2018 Investment Activity Update
NYMT also announced today that it acquired approximately $944.4 million of credit investments during the quarter ended December 31, 2018, including approximately $570.3 million of residential mortgage loans, $119.5 million of non-agency RMBS and $254.6 million of structured multi-family property investments, including CMBS and preferred equity investments.
The Company also announced that it closed on a new master repurchase agreement during the fourth quarter of 2018 with Credit Suisse AG and certain of its affiliates with a maximum aggregate uncommitted principal amount of $750 million to fund purchases of residential mortgage loans, expiring on November 28, 2019.
About New York Mortgage Trust
New York Mortgage Trust, Inc. is a Maryland corporation that has elected to be taxed as a real estate investment trust for federal income tax purposes (“REIT”). NYMT is an internally managed REIT in the business of acquiring, investing in, financing and managing mortgage-related and residential housing-related assets and targets multi-family CMBS, direct financing to owners of multi-family properties through preferred equity and mezzanine loan investments, residential mortgage loans, including second mortgages and loans sourced from distressed markets, non-Agency RMBS, Agency RMBS and other mortgage-related and residential housing-related investments.
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. Forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. These beliefs, assumptions and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us, including those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which has been filed with the Securities and Exchange Commission. If a change occurs, these forward-looking statements may vary materially from those expressed in this release. All forward-looking statements speak only as of the date on which they are made. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For Further Information
AT THE COMPANY
Kristine R. Nario-Eng
Chief Financial Officer
Phone: 646-216-2363
Email:
knario@nymtrust.com
