SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 16 to the

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

 

 

THORNBURG MORTGAGE, INC.

(Name of Subject Company)

 

 

THORNBURG MORTGAGE, INC.

(Name of Filing Persons (Offeror))

 

Series C Preferred Stock, Par Value $0.01 Per Share

Series D Preferred Stock, Par Value $0.01 Per Share

Series E Preferred Stock, Par Value $0.01 Per Share

Series F Preferred Stock, Par Value $0.01 Per Share

 

885218305

885218404

885218503

885218701

(Title of Class of Securities)   (CUSIP Number of Class of Securities)

 

 

Larry A. Goldstone

Chief Executive Officer & President

Thornburg Mortgage, Inc.

150 Washington Avenue, Suite 302

Santa Fe, New Mexico 87501

(505) 989-1900

(Name Address and Telephone Number of Persons Authorized to Receive Notices

and Communications on Behalf of Filing Persons)

 

 

Copy to:

Karen A. Dempsey, Esq.

Brett Cooper, Esq.

Orrick, Herrington & Sutcliffe LLP

405 Howard Street

San Francisco, CA 94105

(415) 773-4200

 

Transaction Valuation

 

Amount of Filing Fee

$196,873,049(1)   $7,737(1)(2)

 

(1) Estimated solely for the purpose of calculating the filing fee based on the sum of (i) the product of (A) an average price of $4.45 per share of Thornburg Mortgage, Inc.’s 8.00% Series C Cumulative Redeemable Preferred Stock (“Series C Preferred Stock”) and (B) 6,525,000 shares of Series C Preferred Stock, (ii) the product of (A) an average price of $4.505 per share of Thornburg Mortgage, Inc.’s Series D Adjusting Rate Cumulative Redeemable Preferred Stock (“Series D Preferred Stock”) and (B) 4,000,000 shares of Series D Preferred Stock, (iii) the product of (A) an average price of $4.46 per share of Thornburg Mortgage, Inc.’s 7.50% Series E Cumulative Convertible Redeemable Preferred Stock (“Series E Preferred Stock”) and (B) 3,162,500 shares of Series E Preferred Stock and (iv) the product of (A) an average price of $4.475 per share of Thornburg Mortgage, Inc.’s 10% Series F Cumulative Convertible Redeemable Preferred Stock (“Series F Preferred Stock”) and (B) 30,326,715 shares of Series F Preferred Stock. The average share price for each series of the preferred stock is calculated based on the average of high and low prices per share of such series of preferred stock, as reported on the New York Stock Exchange on July 18, 2008. The number of shares of each series of preferred stock represents the maximum number of shares of such series of preferred stock that are subject to the Exchange Offer and Consent Solicitation.
(2) The amount of the filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and equals $39.30 per $1,000,000 of the value of the transaction.
¨ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.
   Identify the previous filing registration statement number, or the Form or Schedule and the date of filing.
Amount Previously Paid:                  $7,737                 Filing Party:       Thornburg Mortgage, Inc.    
Form of Registration No.:            Schedule TO           Date File:                   July 23, 2008                
¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
   Check the appropriate boxes to designate any transactions to which the statement relates:
¨ third-party tender offer subject to Rule 14d-1.
x issuer tender offer subject to Rule 13e-4.
x going-private transaction subject to Rule 13e-3.
¨ amendment to Schedule 13D under Rule 13d-2.
   Check the following box if the filing is a final amendment reporting the results of the tender offer:     ¨

 

 

 

INTRODUCTORY STATEMENT

This Amendment No. 16 relates to the Issuer Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on July 23, 2008 (as subsequently amended, the “Schedule TO”) with respect to an offer by Thornburg Mortgage, Inc., a Maryland corporation (the “Company”), to exchange outstanding shares of its 8.00% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share, Series D Adjusting Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share, 7.50% Series E Cumulative Convertible Redeemable Preferred Stock, $0.01 par value per share, and 10% Series F Cumulative Convertible Redeemable Preferred Stock, $0.01 par value per share, for 3 shares of the Company’s common stock, par value $0.01 per share, per share of preferred stock tendered.

This Amendment No. 16 is being filed by the Company and amends and supplements certain provisions of the Schedule TO to the extent set forth herein.

Waiver of Condition to Exchange Offer and Solicitation

The Company hereby waives the condition set forth in the Offering Circular dated November 3, 2008 in paragraph (a)(i) under “The Exchange Offer and Consent Solicitation—Conditions of the Exchange Offer and Consent Solicitation” with respect to the pending case titled Roney v. Thornburg, et al ., Case Number 1:08-cv-01005-WJ-WDS, filed on October 27, 2008 in the United States District Court for the District of New Mexico.

Charter Amendments

The Company hereby corrects paragraph (b) under “(2) Rank ” on page A-1 of Annex A to the Offering Circular dated November 3, 2008 to clarify that the liquidation preference is not being eliminated from that paragraph. The corrected paragraph reads as follows:

“(b) on parity with any class or series of the Corporation’s equity securities if, pursuant to the specific terms of such equity securities, the holders of such equity securities and the holders of the Series C Preferred Stock are entitled to receive, proportionate to their respective amounts of declared and unpaid or accrued and unpaid dividends per share , as applicable, or liquidation preference, dividends and amounts that are distributable upon liquidation, dissolution or winding up, without preference or priority of one over the other. (“Parity Stock”);”.

Additional Exhibits

This Amendment No. 16 adds two additional exhibits in accordance with Rule 13e-4(c)(1) and (c)(3) promulgated under the Securities Exchange Act of 1934, as amended.

Documents Incorporated by Reference

The section of the Offering Circular dated November 3, 2008 entitled “Where You Can Find More Information” is hereby amended and supplemented by adding the Quarterly Report on Form 10-Q filed by the Company for the quarter ended September 30, 2008 to the list set forth in the fourth paragraph thereof.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  THORNBURG MORTGAGE, INC.
Date: November 13, 2008   By:   /s/    Larry Goldstone
   

Larry Goldstone,

Chief Executive Officer and President

EXHIBIT INDEX

 

Exhibit Number

  

Name of Exhibit

(a)(5)(xxiii)    Press Release of Thornburg Mortgage, Inc. dated November 10, 2008.
(a)(5)(xxiv)    Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.
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