Anthracite Announces $93.5 Million Capital Investment by DLJ Real Estate Capital Partners Fund and New Management Agreement with BlackRock.NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- Anthracite anthracite (ăn`thrəsīt'): see coal. anthracite or hard coal Coal containing more fixed carbon than any other form of coal and the lowest amount of volatile (quickly evaporating) material, giving it the Capital, Inc. ("Anthracite" or the "Company") (NYSE NYSE See: New York Stock Exchange :AHR AHR Aryl Hydrocarbon Receptor AHR American Historical Review (Journal of the American History Association) AHR Anchor AHR airway hyper-responsiveness AHR Assisted Human Reproduction AHR Air-Conditioning Heating Refrigeration ) today announced that a fund managed by DLJ DLJ Distributor License for Java DLJ Donaldson, Lufkin & Jenrette Inc. DLJ Drive Like Jehu (band) DLJ Defence Laboratory Jodhpur (India) DLJ Dead Letter Journal Real Estate Capital Partners, Inc. ("DLJ RECP RECP Receptor RECP Rolled Erosion Control Product RECP Regional Emergency Coordination Plan RECP Renewable Energy Commercialisation Program (Australia) RECP Radiation Exposure Compensation Program RECP Rice Export Corporation of Pakistan ") has made a $93.5 million investment in the Company's convertible preferred stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". and common stock in a privately negotiated transaction. Richard M. Shea, President and Chief Operating Officer Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. of Anthracite, stated "This transaction represents an important addition to our capital base, positioning the Company to respond proactively to the dislocations in global credit markets. The current environment has created significant opportunities to invest at unprecedented spreads and our efforts have been focused on the most efficient methods of capitalizing new investment activity in the context of existing credit conditions. The structure of the DLJ RECP transaction provides the Company with long term capital at an attractive current cost allowing earnings accretion over time. We are particularly pleased to be working with DLJ RECP as strategic partners once again, after a very successful relationship from 1999 until 2002." The Company issued and sold $23.4 million of common stock at $6.69 per share, the closing price of the Company's common stock on Friday, March 28, 2008, and $70.1 million of cumulative redeemable convertible preferred stock. Dividends are payable on the three new series of convertible preferred stock at a 12% coupon and the purchaser has the right to convert the preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. into common stock at $7.49 per share (a 12% premium to the closing price of the Company's common stock on March 28, 2008). In connection with the preferred investment, the Board of Directors of Anthracite has been expanded to include Andrew P. Rifkin, Managing Partner of DLJ Real Estate Capital Partners, Inc. Mr. Rifkin served on the Anthracite Board of Directors from December 1999 to February 2002 during the term of a prior strategic investment in the Company by an affiliate of DLJ Real Estate Capital Partners. "We are very pleased to provide equity to Anthracite Capital," said Andy Rifkin, Managing Partner of DLJ Real Estate Capital Partners, Inc. "We believe Anthracite's strong management team and global platform make it well-positioned to capitalize on Cap´i`tal`ize on` v. t. 1. To turn (an opportunity) to one's advantage; to take advantage of (a situation); to profit from; as, to capitalize on an opponent's mistakes s>. the investment opportunities created by the current market conditions." New Management Agreement with Manager On March 31, 2008, the independent members of Anthracite's Board of Directors approved an amended investment advisory agreement with the Manager and the Company entered into the agreement. The Management Agreement will expire on March 31, 2009, unless extended. For the full one-year term of the renewed contract, the Manager has agreed to receive 100% of the management fee and incentive fee in the Company's common stock. The stock issued to the Manager under this plan will be restricted from sale until six months after it is received. Chris A. Milner, CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of the Company stated "Both the Manager and the Company's independent directors believe that the payment of fees in the form of common stock will further enhance liquidity and the alignment of interests in these challenging market conditions." Other significant changes pursuant to the amended Management Agreement include a reduction in the quarterly base management fee from 0.5000% of shareholders' equity Shareholders' Equity A firms' total assets minus its total liabilities. Equivalently, it is share capital plus retained earnings minus treasury shares. Shareholders' equity is the amount by which a company is financed through common and preferred shares. to 0.3750% for the first $400 million in average total stockholders' equity Stockholders' Equity The portion of the balance sheet that includes capital received from investors in exchange for stock (paid-in capital), donated capital, and retained earnings. This is equal to total assets minus liabilities, preferred stock and intangible assets. ; 0.3125% for the next $400 million of average total stockholders' equity and 0.2500% for the average total stockholders' equity in excess of $800 million. The amended Management Agreement continues to provide that the Company will grant the Manager common stock equal to one half of one percent (0.5%) of the total number of shares of the Company's common stock outstanding in the fourth quarter of each year. The amended Management Agreement also provides for the Manager to receive a quarterly incentive fee equal to 25% of the amount by which the Adjusted Operating Earnings Operating Earnings Profits after subtracting expenses such as marketing, cost of goods sold, administration and general operating costs from revenue. Notes: Tax and interest expenses are not subtracted - operating earnings are synonymous with EBIT (earnings before (as defined in the Management Agreement) of the Company (before incentive fee) for the quarterly period exceeds the weighted average issue price per share of the Company's common stock multiplied by the ten-year Treasury note rate plus 4.0% per annum Per annum Yearly. (expressed as a quarterly percentage), multiplied by the weighted average number of shares of the Company's common stock outstanding during the applicable quarterly period. The Management Agreement continues to provide that the incentive fee payable to the Manager shall be subject to a rolling four-quarter high watermark High Watermark The highest peak in value that an investment fund/account has reached. This term is often used in the context of fund manager compensation, which is performance based. . About Anthracite Anthracite Capital, Inc. is a specialty finance company focused on investments in high yield commercial real estate loans and related securities. Anthracite is externally managed by BlackRock Financial Management, Inc., which is a subsidiary of BlackRock, Inc. ("BlackRock") (NYSE:BLK BLK Black BLK Blank BLK Block BLK Bulk BLK Blocked Shot (basketball) BLK Blocked Kick (football) BLK Blackpool, England, United Kingdom - Blackpool (Airport Code) ), one of the largest publicly traded investment management firms in the United States with approximately $1.357 trillion in global assets under management Assets Under Management (AUM) is a term used by financial services companies in the mutual fund and money management or investment management business to gauge how much money they are managing. at December 31, 2007. BlackRock Realty Advisors, Inc., another subsidiary of BlackRock, provides real estate equity and other real estate-related products and services in a variety of strategies to meet the needs of institutional investors. About DLJ Real Estate Capital Partners, Inc. DLJ Real Estate Capital Partners, Inc., a wholly-owned subsidiary of Credit Suisse, is the manager of a series of global real estate private equity funds that invest in a broad range of real estate assets and real estate-related companies. Forward-Looking Statements This press release, and other statements that Anthracite may make, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995, with respect to Anthracite's future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as "trend," "potential," "opportunity," "pipeline," "believe," "comfortable," "expect," "anticipate," "current," "intention," "estimate," "position," "assume," "outlook," "continue," "remain," "maintain," "sustain," "seek," "achieve," and similar expressions, or future or conditional verbs such as "will," "would," "should," "could," "may" or similar expressions. Anthracite cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and Anthracite assumes no duty to and does not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance. In addition to factors previously disclosed in Anthracite's SEC reports and those identified elsewhere in this release, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (1) the introduction, withdrawal, success and timing of business initiatives and strategies; (2) changes in political, economic or industry conditions, the interest rate environment or financial and capital markets, which could result in changes in the value of Anthracite's assets; (3) the relative and absolute investment performance and operations of BlackRock Financial Management, Inc. ("BlackRock"), Anthracite's Manager; (4) the impact of increased competition; (5) the impact of future acquisitions or divestitures; (6) the unfavorable resolution of legal proceedings All actions that are authorized or sanctioned by law and instituted in a court or a tribunal for the acquisition of rights or the enforcement of remedies. ; (7) the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of government agencies relating to Anthracite or BlackRock; (8) terrorist activities and international hostilities, which may adversely affect the general economy, domestic and global financial and capital markets, specific industries, and Anthracite; (9) the ability of BlackRock to attract and retain highly talented professionals; (10) fluctuations in foreign currency exchange rates; and (11) the impact of changes to tax legislation and, generally, the tax position of the Company. Anthracite's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 31, 2007 and Anthracite's subsequent filings with the SEC, accessible on the SEC's website at www.sec.gov, identify additional factors that can affect forward-looking statements. To learn more about Anthracite, visit our website at www.anthracitecapital.com. The information contained on the Company's website is not a part of this release. |
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