0001193125-08-007455 Sample Contracts

THORNBURG MORTGAGE, INC. 8,000,000 Shares 10% Series F Cumulative Convertible Redeemable Preferred Stock (Liquidation Preference $25.00 per share) UNDERWRITING AGREEMENT January 14, 2008
Underwriting Agreement • January 16th, 2008 • Thornburg Mortgage Inc • Real estate investment trusts • New York

Thornburg Mortgage, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A hereto (the “Underwriters”), including UBS Securities LLC and Friedman, Billings, Ramsey & Co., Inc. (“FBR”), as representatives of the several Underwriters (together, the “Representatives”), an aggregate of 8,000,000 shares (the “Firm Shares”) of 10% Series F Cumulative Convertible Redeemable Preferred Stock (liquidation preference $25.00 per share) of the Company (the “Preferred Stock”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 1,200,000 shares of Preferred Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus which is referred to below.

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THORNBURG MORTGAGE, INC. 7,000,000 Shares Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENT January 14, 2008
Underwriting Agreement • January 16th, 2008 • Thornburg Mortgage Inc • Real estate investment trusts • New York

Thornburg Mortgage, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A hereto (the “Underwriters”), including UBS Securities LLC (“UBS”) and Friedman, Billings, Ramsey & Co., Inc., as representatives of the several Underwriters (together, the “Representatives”), an aggregate of 7,000,000 shares (the “Firm Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 1,050,000 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus which is referred to below.

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