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) October 5, 2004 (September
30, 2004)
Newcastle Investment Corp.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Maryland 001-31458 81-0559116
- ------------------ ----------------------- --------------------
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
1251 Avenue of the Americas, 16th Floor, New York, NY 10020
------------------------------------------------------- -----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 798-6100
---------------
Not Applicable
------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
On September 30, 2004, Newcastle Investment Corp. ("Newcastle")
issued $500 million face amount of collateralized debt obligations in its
sixth CBO financing, which it refers to as CBO VI, through two of its
consolidated subsidiaries, Newcastle CDO V, Limited and Newcastle CDO V Corp.
$454.5 million face amount of senior investment grade rated bonds
were sold to third parties and Newcastle retained the subordinate
non-investment grade bonds and the preferred shares. CBO VI has an expected
weighted average life of 8.5 years. The table below sets forth further
information with respect to the structure of CBO VI (dollars in thousands).
Moody's/S&P Expected
Class Ratings Face Amount Coupon Maturity (1)
--------------------------------------------------------------------------------
Senior
Bonds I Aaa/AAA $388,000 LIBOR +0.34% Sept 2014
II Aa2/AA 23,500 LIBOR +0.55% Sept 2014
III A2/A 23,000 LIBOR +0.90% Sept 2014
IV-FL Baa2/BBB 8,000 LIBOR +1.90% Sept 2014
IV-FX Baa2/BBB 12,000 6.2561% Sept 2014
--------
Total $454,500
========
Subordinate
Bonds V Ba/BB $ 20,500 6.9398% Sept 2014
Preferred Preferred
Shares Shares NR 25,000 N/A N/A
--------
Total $ 45,500
========
(1) Reflects expected maturities. Contractual maturities are September 2039.
The total value of the underlying collateral portfolio is expected to
be approximately $500 million and consist of approximately 61% commercial
mortgage backed securities, approximately 17% senior unsecured debt of real
estate investment trusts and approximately 22% real estate related asset
backed securities. Once fully invested, the portfolio is expected to have a
weighted average credit rating of BBB-. Through September 30, 2004, Newcastle
has acquired or entered into agreements to acquire approximately 82% of the
assets that will comprise the completed portfolio.
Newcastle has an approximately $55 million retained equity interest
in the portfolio.
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.
Newcastle Investment Corp.
---------------------------
(Registrant)
Date: October 5, 2004 By: /s/ Randal A. Nardone
---------------------
Name: Randal A. Nardone
Title: Secretary