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)
November 22, 2006 (November 16, 2006)
Newcastle Investment Corp.
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(Exact Name of Registrant as Specified in Charter)
Maryland 001-31458 81-0559116
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1345 Avenue of the Americas, New York, NY 10105
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 798-6100
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Not Applicable
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(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 November 16, 2006, Newcastle Investment Corp. ("Newcastle") issued
$807.5 million face amount of collateralized debt obligations in its ninth CBO
financing, which it refers to as CBO IX, through three of its consolidated
subsidiaries, Newcastle CDO VIII 1, Limited, Newcastle CDO VIII 2, Limited and
Newcastle CDO VIII LLC.
$807.5 million face amount of senior investment grade rated bonds and
$33.9 notional amount of interest-only notes were sold to third parties.
Newcastle has retained all of the subordinate non-investment grade bonds and
preferred shares. CBO IX has an expected weighted average life of 7 years. The
table below sets forth further information with respect to the structure of CBO
IX (dollars in thousands).
FITCH/MOODY'S NOTIONAL OR
CLASS RATINGS FACE AMOUNT COUPON EXPECTED MATURITY (1)
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S AAA/Aaa $33,869 (2) November 2011 (2)
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Senior Bonds:
I-A AAA/Aaa $462,500 LIBOR + 0.28% December 2013
I-AR AAA/Aaa 60,000 LIBOR + 0.34% December 2013
I-B AAA/Aaa 38,000 LIBOR + 0.36% December 2013
II AA+/Aa1 42,750 LIBOR + 0.42% December 2013
III AA/Aa2 42,750 LIBOR + 0.50% December 2013
IV AA-/Aa3 28,500 LIBOR + 0.60% December 2013
V A+/A1 28,500 LIBOR + 0.75% December 2013
VI A/A2 27,313 LIBOR + 0.80% December 2013
VII A-/A3 21,375 LIBOR + 0.90% December 2013
VIII BBB+/Baa1 22,562 LIBOR + 1.45% December 2013
IX-FL BBB/Baa2 6,000 LIBOR + 1.80% December 2013
IX-FX BBB/Baa2 7,600 6.8000% December 2013
X BBB-/Baa3 19,650 LIBOR + 2.25% December 2013
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Total $807,500
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(1) Reflects expected maturities except for Class S. Contractual maturities
are November 2052.
(2) Fixed-rate interest-only notes due November 2011.
The total face amount of the underlying collateral is expected to be
$950.0 million and consist of approximately 38% mezzanine loans, 18% bank loans,
16% commercial mortgage backed securities, 8% B-notes, 10% real estate related
asset backed securities and 10% in other assets, including whole loans and
senior unsecured debt of real estate investment trusts.
Newcastle has an approximately $126 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: November 22, 2006 By: /s/ Debra A. Hess
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Name: Debra A. Hess
Title: Chief Financial Officer