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
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Date
of Report (Date of earliest event reported)
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February
26, 2010 (February 24, 2010)
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Anthracite
Capital, Inc.
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(Exact
name of registrant as specified in its
charter)
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Maryland
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001-13937
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13-3978906
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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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40
East 52nd Street, New York, New York
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10022
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
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(212)
810-3333
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N/A
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(Former
name or former address, if changed since last
report)
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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):
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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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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[
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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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Item
2.04
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Triggering
Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet
Arrangement.
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On February 24, 2010, (i) in connection
with the continuing events of default under that certain Master Repurchase
Agreement and Annex I thereto, dated as of July 20, 2007 (as amended, restated,
supplemented or otherwise modified and in effect from time to time, the
"Repurchase Agreement"), by and among Anthracite Capital BOFA Funding LLC, as
seller (the "Seller"), Bank of America, N.A. ("BANA") as a buyer,
Banc of America Mortgage Capital Corporation as a buyer (together with BANA, the
"Buyers") and BANA as agent for the Buyers (in such capacity, the "Buyer
Agent"), the aggregate Repurchase Price (as defined in the Repurchase
Agreement), originally due on September 30, 2010 under the Repurchase Agreement,
became immediately due and payable, and (ii) in connection with the continuing
events of default under that certain Credit Agreement, dated as of March 17,
2006 (as amended, restated, supplemented or otherwise modified and in effect
from time to time, the "Credit Agreement"), by and among Anthracite Capital,
Inc. (the "Company") as borrower agent, AHR Capital BofA Limited ("AHR") as a
borrower, each of the Company's affiliates from time to time party thereto
(together with AHR, collectively, the "Borrowers") and BANA as lender (in such
capacity, the "Lender," and together with the Buyers and the Buyer Agent,
collectively, the "BOA Creditors"), the Company's borrowings under the Credit
Agreement, originally due on September 30, 2010, were accelerated and became
immediately due and payable. The continuing events of default under
each of the Repurchase Agreement and Credit Agreement resulted from, without
limitation, cross defaults previously disclosed in the Company's Current Report
on Form 8-K filed with the Securities Exchange Commission ("SEC") on December 1,
2009. The Seller's obligations under the Repurchase Agreement were
guaranteed by the Company under the Second Amended and Restated Parent Guaranty,
dated as of May 15, 2009. On February 24, 2010, approximately $115
million of borrowings and restructuring fees were outstanding under the
Repurchase Agreement and approximately $31 million of borrowings and
restructuring fees were outstanding under the Credit Agreement.
Pursuant to the terms of the Repurchase
Agreement and the Credit Agreement and a consent entered into on February 24,
2010 among the BOA Creditors, the Seller, the Borrowers, the Company and its
affiliates, (i) the Seller and its relevant affiliates agreed to irrevocably
assign to the Buyers all of their respective right, title and interest in and to
the Purchased Assets (as defined in the Repurchase Agreement) in partial
satisfaction of all amounts owing to the Buyers under the Repurchase Agreement
(the "Purchased Assets Assignment"), (ii) the Borrowers and their relevant
affiliates agreed to irrevocably assign to the Lender all of their respective
right, title and interest in and to the Eligible Assets (as defined in the
Credit Agreement) in partial satisfaction of all amounts owing to the Lender
under the Credit Agreement (the "Eligible Assets Assignment"), and (iii) the BOA
Creditors retained all its security interests under the Repurchase
Agreement and the Credit Agreement except for the BOA Second Priority
Liens (as defined below). The Purchased Assets and the Eligible
Assets consist of commercial real estate assets financed under the Repurchase
Agreement and the Credit Agreement. As previously disclosed in the Company's
reports filed with the SEC, the Company primarily invests in high yield
commercial real estate debt and equity and historically financed its purchases
of commercial real estate assets through several funding sources, including its
secured facilities with Bank of America under the Repurchase Agreement and the
Credit Agreement. After giving effect to the Purchased Assets
Assignment and the Eligible Assets Assignment, (i) the BOA Creditors have
assumed full ownership and control of the Purchased Assets and the Eligible
Assets, (ii) any remaining legal or equitable interest or any voting or
servicing rights of the Seller or its affiliates with respect to the Purchased
Assets, along with any remaining right of the Seller to repurchase the Purchased
Assets, have been terminated, (iii) any remaining legal or equitable interest or
any voting or servicing rights of the Borrowers or their affiliates with respect
to the Eligible Assets have been terminated, and (iv) approximately $78 million
and $23 million (collectively, the "Deficiency") currently remain outstanding
under the Repurchase Agreement and the Credit Agreement,
respectively.
The BOA Creditors separately released
any second priority liens it held on the Company's and the Company's affiliates'
assets (the "BOA Second Priority Liens") and Morgan Stanley Mortgage Servicing
Limited and Morgan Stanley Principal Funding, Inc. released any second priority
liens they held on the Purchased Assets and the Eligible Assets.
SIGNATURES
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.
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ANTHRACITE
CAPITAL, INC.
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By:
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/s/
Richard M. Shea
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Name:
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Richard
M. Shea
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Title:
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President
and Chief Operating Officer
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Dated:
February 26, 2010
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