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I havent seen THMR mentioned anywhere. eom
You & Me both.. Good trading 2-u... eom
SANTA FE, N.M., Apr 03, 2009 (BUSINESS WIRE) -- THMR | Quote | Chart | News | PowerRating -- Today has been a really difficult day for our organization as we have separated with a majority of our colleagues. When an organization has to go through such an exercise, it is always unfortunate because it affects people who were not responsible for the circumstances and who we care about deeply.
Thornburg Mortgage, Inc. has been through a very difficult two years as it has tried to survive this tumultuous mortgage marketplace and we have done everything humanly possible over the past year to try to bring a satisfactory resolution to our situation. The sad fact is that the credit crisis has turned out to be far bigger than Thornburg Mortgage, and we could not overcome its challenges. We gave it our best shot against very difficult odds. We value the contributions of the people who have been affected by this situation and we will be providing support to help them get through this difficult time.
Statement issued by Larry Goldstone, President and CEO, Thornburg Mortgage, Inc.
SOURCE: Thornburg Mortgage, Inc.
Thornburg Mortgage, Inc., Santa Fe
Media contact: Suzanne O'Leary Lopez, 505-467-5166
Still in EGMI..eom
Not looking good? I dont see any news that
says or indicates sell..
And btw, Nortel filed BK and ran from .037 to .36, in 3 days after being stagnet for awhile..
I watched L-2 trading into the close yesterday..
According to that,, THMR still has legs & interest.
But one never can tell now a days.
Thank you for your thoughts.
Best of trading to all
roz
I played the 3 day rule & was out Friday. ALSO,,
I do not like pumping or spamming,
But
Keep an eye or 2 on
THMR..
MMs have been holding this one back. No surprise there. lol
Risky financial play & No bankruptcy.
Old ticker was TMA.
I own them from .04 to .075,, a ton
Looking for a re-entry on Nortel, but not anytime soon..
Best of Trading to all
roz
I havent found any, but Volume poured in towards
close..
PPS may be heading North tomorrow..
Best of Trading to you
roz
You may want to keep an eye or 2 on,,
THMR.
Very risky financial play, with no bankruptcy in the works..
MMs are playing with this one,, as usual..
THMR was TMA that r/m into THMR.
Told alot od people about Nortel when it was
between .11 & .06,,
Dead action for awhile the bamm
nice 3 day run lastweek from .06 to .36 ended Friday.
Best of Trading to All
roz
May want to keep an eye on,,
THMR..
posted Nortel @ .06 & a nice 3 day run to .36
roz
Waiting with you.. Still holding a few.. Cant go broke
taking profit..
Best of Trading 2-u
NT, from .06 to .35 in 3 days.. eom
I watched NT trade into the close. Lots of legs left imo..
27.2 mil volume.......eom
.26. I like it.. Great day
About 45 million shares traded last 2 days.. Most of the big money today on the buying end..
I seen 200k shares going through @ the ask..
Those pockets are deeper then mine are. lol
Maybe a pr soon to explain.
10 day avg vol is 4 mil,, over 24 mil now.. May set
some alerts off.. Also I dont believe these 40k $ buys are in just for a penny or 2 rise in the pps..
Id bet lots of eyes will be watching tomorrow..
And L-2 looking healthy.
Best of Trading to all
roz
Who is rumored to be buying them out. tia..eom
NRTLQ on fire..eom
MMs Stupid?? No way!! MMs are
the smartest players in this game..
To think otherwise will lose you a boat full of money
I treat Nortel as an investment.. Not worried about
the day to day pps..
Billion Dollar companies just dont fade away..
Someone once said,,
The time to buy a stock is when no one else wants it..
I have a small trading position & a large Core position..
I have seen penny & pink sheet scams trading the NT pps..
Loaded up on ALU also down around the dollar range.
When the shorts cover, we head for Heaven..
Best of trading to all
Roz
2 years.. 2 wasted long years not owning the stock. And
still here.. lol
Stick around for another 2 years & keep warning.. lol got to love it
Going out on a limb here, I`ll say Buying..lol, eom
LMAO, He does seem a lil nervous.. Still spending
time here with nothing to gain..
Best Of Luck to All
roz
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
THORNBURG MORTGAGE, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
885218800
(CUSIP Number)
Robert H. Weiss
General Counsel
MatlinPatterson Global Advisers LLC
520 Madison Avenue, 35th Floor
New York, New York 10022
Telephone: (212) 230-9487
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 12, 2009
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 885218800
1.
Name of Reporting Person
MP TMA L.P.
2.
Check the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ] (See Introduction on Schedule 13D)
3.
SEC Use Only
4.
Source of Funds
AF, WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6.
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
0 (See Item 5)
8.
Shared Voting Power
0
9.
Sole Dispositive Power
0 (See Item 5)
10.
Shared Dispositive Power
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 5)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13.
Percent of Class Represented by Amount in Row (11)
0% (See Item 5)
14.
Type of Reporting Person
PN
CUSIP No. 885218800
1.
Name of Reporting Person
MP TMA (Cayman) L.P.
2.
Check the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ] (See Introduction on Schedule 13D)
3.
SEC Use Only
4.
Source of Funds
AF, WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6.
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
0 (See Item 5)
8.
Shared Voting Power
0
9.
Sole Dispositive Power
0 (See Item 5)
10.
Shared Dispositive Power
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 5)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13.
Percent of Class Represented by Amount in Row (11)
0% (See Item 5)
14.
Type of Reporting Person
PN
CUSIP No. 885218800
1.
Name of Reporting Person
MatlinPatterson Global Partners III LLC
2.
Check the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ] (See Introduction on Schedule 13D)
3.
SEC Use Only
4.
Source of Funds
AF, WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6.
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
0 (See Item 5)
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
0 (See Item 5)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 5)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13.
Percent of Class Represented by Amount in Row (11)
0% (See Item 5)
14.
Type of Reporting Person
HC
CUSIP No. 885218800
1.
Name of Reporting Person
MatlinPatterson Global Opportunities Partners III L.P.
2.
Check the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ] (See Introduction on Schedule 13D)
3.
SEC Use Only
4.
Source of Funds
AF, WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6.
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
0 (See Item 5)
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
0 (See Item 5)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 5)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13.
Percent of Class Represented by Amount in Row (11)
0% (See Item 5)
14.
Type of Reporting Person
PN
CUSIP No. 885218800
1.
Name of Reporting Person
MatlinPatterson Global Opportunities Partners (Cayman) III L.P.
2.
Check the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ] (See Introduction on Schedule 13D)
3.
SEC Use Only
4.
Source of Funds
AF, WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6.
Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
0 (See Item 5)
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
0 (See Item 5)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 5)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13.
Percent of Class Represented by Amount in Row (11)
0% (See Item 5)
14.
Type of Reporting Person
PN
CUSIP No. 885218800
1.
Name of Reporting Person
MatlinPatterson Global Advisers LLC
2.
Check the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ] (See Introduction on Schedule 13D)
3.
SEC Use Only
4.
Source of Funds
AF, WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6.
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
0 (See Item 5)
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
0 (See Item 5)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 5)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
`[ ]
13.
Percent of Class Represented by Amount in Row (11)
0% (See Item 5)
14.
Type of Reporting Person
IA
CUSIP No. 885218800
1.
Name of Reporting Person
MatlinPatterson Asset Management LLC
2.
Check the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ] (See Introduction on Schedule 13D)
3.
SEC Use Only
4.
Source of Funds
AF, WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6.
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
0 (See Item 5)
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
0 (See Item 5)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 5)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13.
Percent of Class Represented by Amount in Row (11)
0% (See Item 5)
14.
Type of Reporting Person
HC
CUSIP No. 885218800
1.
Name of Reporting Person
MatlinPatterson LLC
2.
Check the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ] (See Introduction on Schedule 13D)
3.
SEC Use Only
4.
Source of Funds
AF, WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6.
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
0 (See Item 5)
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
0 (See Item 5)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 5)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13.
Percent of Class Represented by Amount in Row (11)
0% (See Item 5)
14.
Type of Reporting Person
HC
CUSIP No. 885218800
1.
Name of Reporting Person
David J. Matlin
2.
Check the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
3.
SEC Use Only
4.
Source of Funds
AF, WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6.
Citizenship or Place of Organization
United States
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
0 (See Item 5)
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
0 (See Item 5)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 5)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13.
Percent of Class Represented by Amount in Row (11)
0% (See Item 5)
14.
Type of Reporting Person
IN
CUSIP No. 885218800
1.
Name of Reporting Person
Mark R. Patterson
2.
Check the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
3.
SEC Use Only
4.
Source of Funds
AF, WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6.
Citizenship or Place of Organization
United States
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
0 (See Item 5)
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
0 (See Item 5)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 5)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13.
Percent of Class Represented by Amount in Row (11)
0% (See Item 5)
14.
Type of Reporting Person
IN
This Amendment No. 3 (this “Amendment No. 3”) to Schedule 13D supplements and amends the Statement on Schedule 13D of (i) MP TMA L.P. (“MP TMA”), (ii) MP TMA (Cayman) L.P. (“MP TMA (Cayman)”), (iii) MatlinPatterson Global Partners III LLC (“Matlin Global Partners”), (iv) MatlinPatterson Global Opportunities Partners III L.P. (“Matlin Partners (Delaware)”), (v) MatlinPatterson Global Opportunities Partners (Cayman) III L.P. (“Matlin Partners (Cayman)”), (vi) MatlinPatterson Global Advisers LLC (“Matlin Advisers”), (vii) MatlinPatterson Asset Management LLC (“Matlin Asset Management”), (viii) MatlinPatterson LLC (“MatlinPatterson”), (ix) David J. Matlin and (x) Mark R. Patterson originally filed on December 8, 2008, as amended by Amendment No. 1 filed on December 24, 2008 and Amendment No. 2 filed on March 12, 2009 (the “Schedule 13D”), with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Thornburg Mortgage, Inc. (the “Issuer”). MP TMA, MP TMA (Cayman), Matlin Global Partners, Matlin Partners (Delaware), Matlin Partners (Cayman), Matlin Advisers, Matlin Asset Management, MatlinPatterson, David J. Matlin and Mark R. Patterson are collectively referred to in this Amendment No. 3 as the “Reporting Persons” and each is a “Reporting Person.” Each item below amends and supplements the information disclosed under the corresponding item of the Schedule 13D. Capitalized terms defined in the Schedule 13D are used herein with their defined meanings.
Item 4.
Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by the following:
On March 12, 2009, (i) MP TMA surrendered to the Issuer for cancellation 23,114,910 shares of Common Stock and (ii) MP TMA (Cayman) surrendered to the Issuer for cancellation 6,885,090 shares of Common Stock. As a result the number of shares of Common Stock issued and outstanding was reduced by 30,000,000. Neither MP TMA nor MP TMA (Cayman) received any compensation or other consideration in exchange for surrendering the shares of Common Stock.
On March 16, 2009, (i) MP TMA surrendered to the Issuer for cancellation an additional 69,932,071 shares of Common Stock and (ii) MP TMA (Cayman) surrendered to the Issuer for cancellation an additional 20,830,220 shares of Common Stock. As a result the number of shares of Common Stock issued and outstanding was reduced by 90,762,291. Neither MP TMA nor MP TMA (Cayman) received any compensation or other consideration in exchange for surrendering the shares of Common Stock. Following the surrender of shares, none of the Reporting Persons beneficially owned any shares of Common Stock.
The Reporting Persons are discussing with the Issuer and certain other constituencies of the Issuer possible restructuring, recapitalization or reorganization transactions (under Chapter 11 of the U.S. Bankruptcy Code or otherwise). There can be no assurance as to whether or when any of the foregoing, or other, transactions will occur.
Item 5.
Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and supplemented by the following:
(a)-(b) As of the date hereof, none of the Reporting Persons beneficially owns any shares of Common Stock.
Matlin Partners (Delaware) holds 100 percent of the ownership interests in MP TMA. Matlin Partners (Cayman) holds 100 percent of the ownership interests in MP TMA (Cayman). Matlin Global Partners is the general partner of each of Matlin Partners (Delaware), Matlin Partners (Cayman), MP TMA and MP TMA (Cayman) and, as a result, had the power to vote or to direct the vote, and to dispose or to direct the disposition, of the shares of Common Stock beneficially owned by MP TMA and MP TMA (Cayman). Matlin Advisers, as the investment adviser of each of Matlin Partners (Delaware), Matlin Partners (Cayman), had the power to vote or to direct the vote, and to dispose or to direct the disposition, of the shares of Common Stock beneficially owned by MP TMA and MP TMA (Cayman). Matlin Asset Management holds 100 percent of the voting interest in and equity of Matlin Advisers and holds 100 percent of the voting interest in Matlin Global Partners. MatlinPatterson holds 100 percent of the equity of Matlin Asset Management. Each of Matlin Asset Management, as the sole member of Matlin Advisers and a holder of 100% of the voting interest in Matlin Global Partners, MatlinPatterson, as the sole member of Matlin Asset Management, and Messrs. Matlin and Patterson (each of whom is a holder of 50 percent of the membership interests in MatlinPatterson), had the power to vote or to direct the vote, and to dispose or to direct the disposition, of the shares of Common Stock beneficially owned by MP TMA and MP TMA (Cayman). As a result, each of Matlin Partners (Delaware), Matlin Partners (Cayman), Matlin Advisers, Matlin Global Partners, Matlin Asset Management, MatlinPatterson and Messrs. Matlin and Patterson, prior to the disposition of shares of Common Stock on March 16, 2009, could have been deemed to beneficially own the shares of Common Stock directly owned by MP TMA and MP TMA (Cayman). Each of the Reporting Persons disclaims beneficial ownership of the shares previously held by MP TMA L.P. and MP TMA (Cayman) L.P., and the prior inclusion of these shares in the Schedule 13D shall not be construed as an admission that any such person was, for the purposes Section 13(d) of the Exchange Act, or for any other purpose, the beneficial owner of any securities included therein.
(c) Except as disclosed in the Schedule 13D and this Amendment No. 3, none of the Reporting Persons has effected any transaction in Common Stock since the last amendment to the Schedule 13D.
(e) As of March 16, 2009, each of the Reporting Persons ceased to be a beneficial owner of any shares of Common Stock and consequently each Reporting Person ceased to be a holder of more than five percent of the Common Stock.
The information set forth or incorporated by reference into Items 2 and 4 is hereby incorporated by reference herein.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Amendment No. 3 is true, complete and correct.
Dated: March 17, 2009
Signatures:
MP TMA L.P.
By:
MATLINPATTERSON GLOBAL PARTNERS III LLC, its General Partner
By:
/s/ Robert H. Weiss______________________
Name:
Robert H. Weiss
Title: Authorized Person
MP TMA (CAYMAN) L.P.
By:
MATLINPATTERSON GLOBAL PARTNERS III LLC, its General Partner
By:
/s/ Robert H. Weiss______________________
Name: Robert H. Weiss
Title: Authorized Person
MATLINPATTERSON GLOBAL PARTNERS III LLC
By:
/s/ Robert H. Weiss______________________
Name: Robert H. Weiss
Title: Authorized Person
MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS III L.P.
By:
MATLINPATTERSON GLOBAL ADVISERS LLC, its Investment Adviser
By:
/s/ Robert H. Weiss______________________
Name: Robert H. Weiss
Title: Authorized Person
MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS (CAYMAN) III L.P.
By:
MATLINPATTERSON GLOBAL ADVISERS LLC, its Investment Adviser
By:
/s/ Robert H. Weiss______________________
Name: Robert H. Weiss
Title: Authorized Person
MATLINPATTERSON GLOBAL ADVISERS LLC
By:
/s/ Robert H. Weiss, as attorney-in-fact for David J. Matlin, Chief Executive Officer
Name: Robert H. Weiss
Title: attorney-in-fact
MATLINPATTERSON ASSET MANAGEMENT LLC
By:
MATLINPATTERSON LLC, its Manager
By:
/s/ Robert H. Weiss, as-attorney-in fact for David J. Matlin, Member
Name: Robert H. Weiss
Title: attorney-in-fact
MATLINPATTERSON LLC
By:
/s/ Robert H. Weiss, as attorney-in-fact for David J. Matlin, Member
Name: Robert H. Weiss
Title: attorney-in-fact
DAVID J. MATLIN
By:
/s/ Robert H. Weiss, as attorney-in-fact for David J. Matlin
Name: Robert H. Weiss
Title: attorney-in-fact
MARK R. PATTERSON
By:
/s/ Robert H. Weiss, as attorney-in-fact for Mark R. Patterson
Name: Robert H. Weiss
Title: attorney-in-fact
File Name Filing Type Form Type Sequence
09686541.htm SCHEDULE 13D AMENDMENT NO. 3. SC 13D/A 1
http://finance.aol.com/company/thornburg-mortgage-inc-corp/thmr/nao/SCD%2013D/09686541/html/sec-filings
sorry, link for last post,,
http://www.rttnews.com/ArticleView.aspx?Id=884589&Category=Breaking%20News
Thornburg Mortgage Announces Expiration of Override Agreement; continues to evaluate strategic alternatives - update
3/17/2009 3:44 AM ET
RELATED NEWS
Thornburg Mortgage enters into forbearance agreement - Quick Facts
(RTTNews) - Residential mortgage lender Thornburg Mortgage, Inc. (TMA: News ,THMR.PK: News ) Tuesday said that its Amended and Restated Override Agreement with counterparties, dated December 12, 2008, expired in accordance with its terms. The company also continues to evaluate various strategic alternatives, which may include a consensual restructuring or recapitalization of the company, or a Chapter 11 Bankruptcy petition filing.
The counterparties of the agreement were certain affiliates of the company and JPMorgan Chase Funding Inc. (JPM: News ), Citigroup Global Markets Limited, Credit Suisse Securities (USA) LLC, Credit Suisse International, Greenwich Capital Markets, Inc., Greenwich Capital Derivatives, Inc., The Royal Bank of Scotland plc (RBS: News ), and UBS AG (UBS: News ).
The company said it had reached an agreement with all of the counterparties to forebear from demanding payment or exercising any remedies under their various financing agreements through March 31 to provide the company with additional time to negotiate and implement a restructuring plan.
According to the company, it entered into a Forbearance Agreement with Greenwich Capital Derivatives, Greenwich Capital Markets, RBS, Credit Suisse International, Credit Suisse Securities (USA) and JPMorgan, whereby each of those financing counterparties agreed to provide the company with additional time to restructure its obligations with the counterparties and the company's noteholders. They also agreed, subject to certain terms and conditions, not to exercise through March 31 certain remedies that might otherwise be available to them. During the standstill period, the counterparties will not dispose of any securities or collateral securing their respective financing agreements or take any action to assert any deficiency claims thereunder. The standstill period will terminate earlier if the company breaches certain covenants and will also terminate for each counterparty if any other counterparty breaches its Forbearance Agreement.
Further, the company said that it entered into a Forbearance Agreement with Citigroup. Under the agreement, Citigroup and the company acknowledged that if March 16 were the maturity date of the securities loans outstanding under a Global Master Securities Lending Agreement between the company and Citigroup, the company would be obligated to return to Citigroup cash collateral of $1.02 billion. They further agreed that on March 16, the market value of the mortgage securities collateral pledged by the company to secure its payment obligation to Citigroup under the Global Agreement was $626.4 million.
Thank You Tony.. eom
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): March 12, 2009
THORNBURG MORTGAGE, INC.
(Exact Name of Registrant as Specified in Charter)
Maryland 001-11914 85-0404134
(State or Other
Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
2300 North Ridgetop Road
Santa Fe, New Mexico
87506
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (505) 989-1900
N/A
(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On March 12, 2009, each of David J. Matlin and Mark R. Patterson notified the Board of Directors (the “Board”) of Thornburg Mortgage, Inc. (the “Company”) of his respective decision to resign from the Board, effective March 12, 2009. The letter of resignations submitted by Messrs. Matlin and Patterson (the “Letter of Resignations”) stated that their resignations were not due to any disagreement with the Company or other members of the Board. A copy of the letter is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Messrs. Matlin and Patterson each own 50% of the membership interests in MatlinPatterson LLC, an affiliate of MP TMA LP and MP TMA (Cayman) LP, the lead investors in the financing transaction that the Company completed on March 31, 2008 for the sale of up to $1.35 billion of senior subordinated secured notes, warrants to purchase the Company’s common stock (the “Common Stock”) and a participation interest in certain mortgage-related assets (the “Financing Transaction”).
In connection with the Financing Transaction and pursuant to the Warrant Agreement, dated as of March 31, 2008 (the “Warrant Agreement”), among the Company and the warrant holders signatories thereto, which was filed as Exhibit 10.5 to Amendment No. 1 to the Current Report on Form 8-K/A filed by the Company on April 4, 2008, the Company agreed to cause the Board to consist of 10 directors and that, for so long as MP TMA LP, MP TMA (Cayman) LP and their respective affiliates (collectively, “MP”) beneficially own shares of Common Stock or unexercised warrants for shares of Common Stock representing (a) at least 5% but less than 10% of the shares of Common Stock outstanding on a fully diluted basis, MP may designate one director, (b) at least 10% but less than 15% of the shares of Common Stock outstanding on a fully diluted basis, MP may designate two directors and (c) at least 15% of the shares of Common Stock outstanding on a fully diluted basis, MP may designate three directors. On April 22, 2008, MP partially exercised its director designation rights and, in accordance with the terms of the Warrant Agreement, designated Messrs. Matlin and Patterson, who were elected to the Board. At this time MP has not designated any replacement directors.
Item 8.01. Other Events.
On March 15, 2009, the Amended and Restated Override Agreement dated as of December 12, 2008 (the “Override Agreement”), by and among the Company and JP Morgan Chase Funding Inc. (formerly Bear Stearns Investment Products Inc.), Citigroup Global Markets Limited, Credit Suisse Securities (USA) LLC, Credit Suisse International, Greenwich Capital Markets, Inc., Greenwich Capital Derivatives, Inc., The Royal Bank of Scotland PLC, and UBS AG (the “Counterparties”) will expire in accordance with its terms. The Counterparties agreed in the Override Agreement to extend to March 16, 2009 the maturity dates of the Company’s payment obligations under the reverse repurchase agreements, securities lending agreements, interest rate caps and auction swap agreements referenced therein (together, the “Financing Agreements”) and waived their right to make additional margin calls under the Financing Agreements during the term of the Override Agreement. Upon the expiration of the Override
2
--------------------------------------------------------------------------------
Agreement, the Company’s payment obligations under the Financing Agreements (unless further extended) will become immediately payable. The Company is currently in discussions with all of the Counterparties to further extend the maturity date of the Company’s matured obligations under the Financing Agreements or to otherwise obtain agreements from each Counterparty to waive or forbear from asserting any rights to payment under the Financing Agreements through March 31, 2009.
The Company is currently considering various strategic alternatives available to facilitate the restructuring of the Financing Agreements that will be impacted by the expected expiration of the Override Agreement, and there can be no assurance that any such restructuring will be completed.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed as part of this report in accordance with the provisions of Item 601 of Regulation S-K:
Exhibit Number
Name of Exhibit
99.1 Letter of Resignations from the Board of Directors of David J. Matlin and Mark R. Patterson dated March 12, 2009.
3
--------------------------------------------------------------------------------
SIGNATURE
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.
THORNBURG MORTGAGE, INC.
Date: March 12, 2009 By: /s/ Larry A. Goldstone
Larry A. Goldstone, Chief Executive Officer
and President
4
--------------------------------------------------------------------------------
EXHIBIT INDEX
EXHIBIT
NUMBER
NAME OF
EXHIBIT
99.1 Letter of Resignations from the Board of Directors of David J. Matlin and Mark R. Patterson dated March 12, 2009.
5
Exhibit 99.1
MP TMA LP
MP TMA (Cayman) LP
520 Madison Avenue, 35th Fl.
New York, NY 10022
March 12, 2009
Thornburg Mortgage, Inc.
The Board of Directors of Thornburg Mortgage, Inc.
150 Washington Avenue, Suite 302
Santa Fe, New Mexico 85701
Gentlemen:
On behalf of MP TMA LP, MP TMA (Cayman) LP and their respective affiliates (collectively, “MatlinPatterson”) and the undersigned, please be advised that both David J. Matlin and Mark R. Patterson hereby resign, effective immediately, as directors of Thornburg Mortgage, Inc. (the “Company”). While MatlinPatterson is not designating any replacement director at this time, MatlinPatterson is not waiving any rights it may have to designate one or more replacement or additional directors in the future.
As the Company moves forward with its restructuring, we believe potential conflicts of interest or the appearance of such conflicts could arise and that our resignations at this time are in the best interests of al parties.
We have appreciated the opportunity to serve as directors and note that our resignations are not due to any disagreement with other members of the board or the Company. Further, we and MatlinPatterson look forward to continuing to work cooperatively with the Company.
Very truly yours,
/s/ David J. Matlin
David J. Matlin
/s/ Mark R. Patterson
Mark R. Patterson
CC: Karen A. Dempsey
Orrick, Herrington & Sutcliffe LLP
File Name Filing Type Form Type Sequence
09677115.htm FORM 8-K 8-K 1
0001193125-09-052540dex991.htm LETTER OF RESIGNATIONS EX-99.1 2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
THORNBURG MORTGAGE, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
885218800
(CUSIP Number)
Robert H. Weiss
General Counsel
MatlinPatterson Global Advisers LLC
520 Madison Avenue, 35th Floor
New York, New York 10022
Telephone: (212) 230-9487
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 12, 2009
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 2 of 17
CUSIP No. 885218800
1.
Name of Reporting Person
MP TMA L.P.
2.
Check the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ] (See Introduction on Schedule 13D)
3.
SEC Use Only
4.
Source of Funds
AF, WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6.
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
93,046,981 (See Item 5)
8.
Shared Voting Power
0
9.
Sole Dispositive Power
93,046,981 (See Item 5)
10.
Shared Dispositive Power
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
93,046,981 (See Item 5)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13.
Percent of Class Represented by Amount in Row (11)
18.3% (See Item 5)
14.
Type of Reporting Person
PN
Page 3 of 17
CUSIP No. 885218800
1.
Name of Reporting Person
MP TMA (Cayman) L.P.
2.
Check the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ] (See Introduction on Schedule 13D)
3.
SEC Use Only
4.
Source of Funds
AF, WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6.
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
27,715,310 (See Item 5)
8.
Shared Voting Power
0
9.
Sole Dispositive Power
27,715,310 (See Item 5)
10.
Shared Dispositive Power
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
27,715,310 (See Item 5)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13.
Percent of Class Represented by Amount in Row (11)
5.4% (See Item 5)
14.
Type of Reporting Person
PN
Page 4 of 17
CUSIP No. 885218800
1.
Name of Reporting Person
MatlinPatterson Global Partners III LLC
2.
Check the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ] (See Introduction on Schedule 13D)
3.
SEC Use Only
4.
Source of Funds
AF, WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6.
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
120,762,291 (See Item 5)
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
120,762,291 (See Item 5)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
120,762,291 (See Item 5)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13.
Percent of Class Represented by Amount in Row (11)
23.7% (See Item 5)
14.
Type of Reporting Person
HC
Page 5 of 17
CUSIP No. 885218800
1.
Name of Reporting Person
MatlinPatterson Global Opportunities Partners III L.P.
2.
Check the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ] (See Introduction on Schedule 13D)
3.
SEC Use Only
4.
Source of Funds
AF, WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6.
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
93,046,981 (See Item 5)
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
93,046,981 (See Item 5)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
93,046,981 (See Item 5)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13.
Percent of Class Represented by Amount in Row (11)
18.3% (See Item 5)
14.
Type of Reporting Person
PN
Page 6 of 17
CUSIP No. 885218800
1.
Name of Reporting Person
MatlinPatterson Global Opportunities Partners (Cayman) III L.P.
2.
Check the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ] (See Introduction on Schedule 13D)
3.
SEC Use Only
4.
Source of Funds
AF, WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6.
Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
27,715,310 (See Item 5)
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
27,715,310 (See Item 5)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
27,715,310 (See Item 5)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13.
Percent of Class Represented by Amount in Row (11)
5.4% (See Item 5)
14.
Type of Reporting Person
PN
Page 7 of 17
CUSIP No. 885218800
1.
Name of Reporting Person
MatlinPatterson Global Advisers LLC
2.
Check the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ] (See Introduction on Schedule 13D)
3.
SEC Use Only
4.
Source of Funds
AF, WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6.
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
120,762,291 (See Item 5)
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
120,762,291 (See Item 5)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
120,762,291 (See Item 5)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13.
Percent of Class Represented by Amount in Row (11)
23.7% (See Item 5)
14.
Type of Reporting Person
IA
Page 8 of 17
CUSIP No. 885218800
1.
Name of Reporting Person
MatlinPatterson Asset Management LLC
2.
Check the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ] (See Introduction on Schedule 13D)
3.
SEC Use Only
4.
Source of Funds
AF, WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6.
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
120,762,291 (See Item 5)
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
120,762,291 (See Item 5)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
120,762,291 (See Item 5)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13.
Percent of Class Represented by Amount in Row (11)
23.7% (See Item 5)
14.
Type of Reporting Person
HC
Page 9 of 17
CUSIP No. 885218800
1.
Name of Reporting Person
MatlinPatterson LLC
2.
Check the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ] (See Introduction on Schedule 13D)
3.
SEC Use Only
4.
Source of Funds
AF, WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6.
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
120,762,291 (See Item 5)
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
120,762,291 (See Item 5)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
120,762,291 (See Item 5)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13.
Percent of Class Represented by Amount in Row (11)
23.7% (See Item 5)
14.
Type of Reporting Person
HC
Page 10 of 17
CUSIP No. 885218800
1.
Name of Reporting Person
David J. Matlin
2.
Check the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
3.
SEC Use Only
4.
Source of Funds
AF, WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6.
Citizenship or Place of Organization
United States
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
120,762,291 (See Item 5)
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
120,762,291 (See Item 5)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
120,762,291 (See Item 5)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13.
Percent of Class Represented by Amount in Row (11)
23.7% (See Item 5)
14.
Type of Reporting Person
IN
Page 11 of 17
CUSIP No. 885218800
1.
Name of Reporting Person
Mark R. Patterson
2.
Check the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
3.
SEC Use Only
4.
Source of Funds
AF, WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6.
Citizenship or Place of Organization
United States
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
120,762,291 (See Item 5)
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
120,762,291 (See Item 5)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
120,762,291 (See Item 5)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13.
Percent of Class Represented by Amount in Row (11)
23.7% (See Item 5)
14.
Type of Reporting Person
IN
Page 12 of 17
This Amendment No. 2 (this “Amendment No. 2”) to Schedule 13D supplements and amends the Statement on Schedule 13D of (i) MP TMA L.P. (“MP TMA”), (ii) MP TMA (Cayman) L.P. (“MP TMA (Cayman)”), (iii) MatlinPatterson Global Partners III LLC (“Matlin Global Partners”), (iv) MatlinPatterson Global Opportunities Partners III L.P. (“Matlin Partners (Delaware)”), (v) MatlinPatterson Global Opportunities Partners (Cayman) III L.P. (“Matlin Partners (Cayman)”), (vi) MatlinPatterson Global Advisers LLC (“Matlin Advisers”), (vii) MatlinPatterson Asset Management LLC (“Matlin Asset Management”), (viii) MatlinPatterson LLC (“MatlinPatterson”), (ix) David J. Matlin and (x) Mark R. Patterson originally filed on December 8, 2008, as amended by Amendment No. 1 thereto filed on December 24, 2008 (the “Schedule 13D”), with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Thornburg Mortgage, Inc. (the “Issuer”). MP TMA, MP TMA (Cayman), Matlin Global Partners, Matlin Partners (Delaware), Matlin Partners (Cayman), Matlin Advisers, Matlin Asset Management, MatlinPatterson, David J. Matlin and Mark R. Patterson are collectively referred to in this Amendment No. 2 as the “Reporting Persons” and each is a “Reporting Person.” Each item below amends and supplements the information disclosed under the corresponding item of the Schedule 13D. Capitalized terms defined in the Schedule 13D are used herein with their defined meanings.
Item 4.
Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by the following:
Effective March 12, 2009, David J. Matlin and Mark R. Patterson each resigned as a director of the Issuer. Messrs. Matlin and Patterson were initially appointed as directors of the Issuer, effective April 22, 2008, pursuant to rights granted to the MP Entities in the Warrant Agreement. At this time the MP Entities have not designated any replacement directors. The MP Entities retain the right to designate up to three directors at any time during which they meet the relevant ownership requirement. The resignations of Messrs. Matlin and Patterson were not due to any disagreement with the Issuer or other members of the board of directors of the Issuer.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and supplemented by the following:
(a)-(b) On December 29, 2008, the Issuer recalculated the cashless exercise price applicable to the Additional Warrants previously held by TMA Ltd. based on a market value of $0.175 per share rather than the $0.17 per share market value that was incorrectly used to calculate the cashless exercise price on December 23, 2008--the date on which TMA Ltd. exercised on a cashless basis the Additional Warrants it held. As a result of such recalculation, MP TMA and MP TMA (Cayman), which acquired in the Reorganization the shares of Common Stock initially received by TMA Ltd. on its exercise of the Additional Warrants, were issued an additional 154,469 and 46,010 shares of Common Stock, respectively. As of the date hereof, MP TMA was the direct owner of 93,046,981 shares of Common Stock and MP TMA (Cayman) was the direct owner of 27,715,310 shares of Common Stock.
Based on information reported by the Issuer in the Current Report on Form 8-K filed on February 20, 2009, 508,739,904 shares of Common Stock were outstanding as of February 18,
Page 13 of 17
2009. Based on the foregoing information, as of the date hereof, (i) MP TMA holds 93,046,981 shares of Common Stock and may be deemed to beneficially own 18.3% of the outstanding shares of Common Stock, (ii) MP TMA (Cayman) holds 27,715,310 shares of Common Stock and may be deemed to beneficially own 5.4% of the outstanding shares of Common Stock and (iii) each of Matlin Global Partners, Matlin Partners (Delaware), Matlin Partners (Cayman), Matlin Advisers, Matlin Asset Management, MatlinPatterson, David J. Matlin and Mark R. Patterson may be deemed to have voting and investment power over the aggregate number of 120,762,291 shares of Common Stock held by MP TMA and MP TMA (Cayman) and may be deemed to beneficially own 23.7% of the outstanding shares of Common Stock.
Assuming exercise of all outstanding warrants (based on the Issuer’s Prospectus Supplement dated January 9, 2009 to the Prospectus dated July 30, 2008), 120,762,291 shares of Common Stock would represent approximately 22.7% of the shares of Common Stock on a fully-diluted basis.
Matlin Partners (Delaware) holds 100 percent of the ownership interests in MP TMA. Matlin Partners (Cayman) holds 100 percent of the ownership interests in MP TMA (Cayman). Matlin Global Partners is the general partner of each of Matlin Partners (Delaware), Matlin Partners (Cayman), MP TMA and MP TMA (Cayman) and, as a result, has the power to vote or to direct the vote, and to dispose or to direct the disposition, of the shares of Common Stock beneficially owned by MP TMA and MP TMA (Cayman). Matlin Advisers, as the investment adviser of each of Matlin Partners (Delaware), Matlin Partners (Cayman), has the power to vote or to direct the vote, and to dispose or to direct the disposition, of the shares of Common Stock beneficially owned by MP TMA and MP TMA (Cayman). Matlin Asset Management holds 100 percent of the voting interest in and equity of Matlin Advisers and holds 100 percent of the voting interest in Matlin Global Partners. MatlinPatterson holds 100 percent of the equity of Matlin Asset Management. Each of Matlin Asset Management, as the sole member of Matlin Advisers and a holder of 100% of the voting interest in Matlin Global Partners, MatlinPatterson, as the sole member of Matlin Asset Management, and Messrs. Matlin and Patterson (each of whom is a holder of 50 percent of the membership interests in MatlinPatterson), has the power to vote or to direct the vote, and to dispose or to direct the disposition, of the shares of Common Stock beneficially owned by MP TMA and MP TMA (Cayman). As a result, each of Matlin Partners (Delaware), Matlin Partners (Cayman), Matlin Advisers, Matlin Global Partners, Matlin Asset Management, MatlinPatterson and Messrs. Matlin and Patterson may be deemed to beneficially own the shares of Common Stock directly owned by MP TMA and MP TMA (Cayman). Each of the Reporting Persons disclaims beneficial ownership of the shares held by MP TMA L.P. and MP TMA (Cayman) L.P., and the inclusion of these shares in the Schedule 13D and this Amendment No. 2 shall not be construed as an admission that any such person is, for the purposes Section 13(d) of the Exchange Act, or for any other purpose, the beneficial owner of any securities included herein.
The information set forth or incorporated by reference into Items 2 and 4 is hereby incorporated by reference herein.
(c) Except as disclosed in the Schedule 13D and this Amendment No. 2, none of the Reporting Persons has effected any transaction in Common Stock during the past 60 days.
Page 14 of 17
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer:
Item 6 of the Schedule 13D is hereby amended and supplemented by the following:
The information set forth in Items 2, 3, 4 and 5 is hereby incorporated by reference herein.
Page 15 of 17
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Amendment No. 2 is true, complete and correct.
Dated: March __, 2009
Signatures:
MP TMA L.P.
By: MATLINPATTERSON GLOBAL PARTNERS III LLC, its General Partner
By:
/s/ Robert H. Weiss______________________
Name: Robert H. Weiss
Title: Authorized Person
MP TMA (CAYMAN) L.P.
By: MATLINPATTERSON GLOBAL PARTNERS III LLC, its General Partner
By:
/s/ Robert H. Weiss______________________
Name: Robert H. Weiss
Title: Authorized Person
MATLINPATTERSON GLOBAL PARTNERS III LLC
By:
/s/ Robert H. Weiss______________________
Name: Robert H. Weiss
Title: Authorized Person
MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS III L.P.
By: MATLINPATTERSON GLOBAL ADVISERS LLC, its Investment Adviser
By:
/s/ Robert H. Weiss______________________
Name: Robert H. Weiss
Title: Authorized Person
Page 16 of 17
MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS (CAYMAN) III L.P.
By: MATLINPATTERSON GLOBAL ADVISERS LLC, its Investment Adviser
By:
/s/ Robert H. Weiss______________________
Name: Robert H. Weiss
Title: Authorized Person
MATLINPATTERSON GLOBAL ADVISERS LLC
By:
/s/ Robert H. Weiss, as attorney-in-fact for David J. Matlin, Chief Executive Officer
Name: Robert H. Weiss
Title: attorney-in-fact
MATLINPATTERSON ASSET MANAGEMENT LLC
By: MATLINPATTERSON LLC, its Manager
By:
/s/ Robert H. Weiss, as-attorney-in fact for David J. Matlin, Member
Name: Robert H. Weiss
Title: attorney-in-fact
MATLINPATTERSON LLC
By:
/s/ Robert H. Weiss, as attorney-in-fact for David J. Matlin, Member
Name: Robert H. Weiss
Title: attorney-in-fact
DAVID J. MATLIN
By:
/s/ Robert H. Weiss, as attorney-in-fact for David J. Matlin
Name: Robert H. Weiss
Title: attorney-in-fact
Page 17 of 17
MARK R. PATTERSON
By:
/s/ Robert H. Weiss, as attorney-in-fact for Mark R. Patterson
Name: Robert H. Weiss
Title: attorney-in-fact
File Name Filing Type Form Type Sequence
09674794.htm SCHEDULE 13D/A SC 13D/A 1
I have a trading position & I also have a large Core
postition.. The core is an investment for years down the road..
watching this daily will drive you crazy..
Best of trading to all
roz
imo a Massive reverse split is needed.. eom
Nortel Teams Up With Virtual Heroes to Deliver 3D Virtual Training ApplicationNortel Networks CorpNRTLQ | 3/10/2009 9:02:58 AMCollaboration Brings More Interactive Learning and Collaboration Tools for Business
OTTAWA, ONTARIO, Mar 10, 2009 (MARKET WIRE via COMTEX News Network) --
Nortel(1) (TSX: NT)(OTCBB: NRTLQ) today announced that it is working with Virtual Heroes Inc.(2), a leader in simulations for learning, serious games and virtual worlds, to further enhance the simulation and training functionality of its web.alive communications application.
Virtual Heroes Inc. (VHI), the "Advanced Learning Technology Company", creates collaborative interactive learning solutions for the healthcare, federal systems and corporate training markets. The company is best known for its work with the America's Army Game training platform architecture, and HumanSim(TM)(2) for medical training and education.
"As the newest member to our growing web.alive partner community, Virtual Heroes brings its virtual simulation and learning expertise to the real-time immersive world of web.alive," said Nicholas Sauriol, web.alive Venture Leader, Nortel. "Virtual Heroes' training simulations combined with Nortel's web.alive collaboration application will allow people to learn and collaborate in an enjoyable and effective manner without the added costs of making travel arrangements."
In 2008, the Entertainment Software Association released a study that found that 70 percent of major employers utilize interactive software and games to train employees.
"With its web.alive solution, Nortel is pushing the envelope and creating a truly next-generation immersive application that lets enterprises meet, conduct business and train employees in a more interactive, fun and engaging way," said Jerry Heneghan, CEO, Virtual Heroes. "Nortel's approach facilitates highly interactive 3D collaboration, integrated communications, security and spatial audio through the web via a thin client. Nortel and Virtual Heroes are teaming to provide a richer experience with advanced simulation technologies created specifically with education and training in mind."
Earlier this year, Nortel announced that Lenovo, one of the world's largest manufacturers of personal computers, is using web.alive in a new online virtual store as a way to give consumers an exciting new avenue for e-commerce. Nortel also announced it has licensed Epic Games' Unreal Engine for its web.alive application, the same engine Virtual Heroes uses for its simulation-driven training solutions.
Virtual Heroes' expertise in building solutions with this technology platform will further benefit the advanced learning solutions driven by Nortel's web.alive application.
Nortel's web.alive is a collaborative, browser-based virtual world application for enterprise use that provides an immersive, interactive and web integrated world with 3D voice and graphics. It facilitates internal collaboration as well as customer interactions over the web and in real time. web.alive brings new dimensions to business collaboration, virtual training and ecommerce. For more information on web.alive, visit www.projectchainsaw.com or www.nortel.com/webalive.
About Virtual Heroes Inc.
Founded in January 2004, and located in Research Triangle Park, NC, Virtual Heroes Inc. (VHI), the "Advanced Learning Technology Company," creates collaborative interactive learning solutions for the Healthcare, Federal systems and commercial markets. Advanced Learning Technologies leverage simulation learning, serious games and virtual worlds to accelerate learning, increase proficiency and reduce training costs for next generation workforce development. As a global market leader in this field, VHI applications facilitate highly interactive, self-paced learning and instructor-led, distributed team training on the Virtual Heroes Advanced Learning Technology (A.L.T.) platform using the Unreal(R) Engine 3 by Epic Games.
For more information about Virtual Heroes, its products and services, please visit www.virtualheroes.com(2).
About Nortel
Nortel is a recognized leader in delivering communications capabilities that make the promise of Business Made Simple a reality for our customers. Our next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate today's barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel does business in more than 150 countries around the world. For more information, visit Nortel on the Web at www.nortel.com. For the latest Nortel news, visit www.nortel.com/news.
Certain statements in this press release may contain words such as "could", "expects", "may", "anticipates", "believes", "intends", "estimates", "targets", "envisions", "seeks" and other similar language and are considered forward-looking statements or information under applicable securities legislation. These statements are based on Nortel's current expectations, estimates, forecasts and projections about the operating environment, economies and markets in which Nortel operates. These statements are subject to important assumptions, risks and uncertainties, which are difficult to predict and the actual outcome may be materially different from those contemplated in forward-looking statements. For additional information with respect to certain of these and other factors, see Nortel's Annual Report on Form10-K, Quarterly Reports on Form 10-Q and other securities filings with the SEC. Unless otherwise required by applicable securities laws, Nortel disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
(1)Nortel, the Nortel logo and the Globemark are trademarks of Nortel Networks.
(2)This is a 3rd party link as described in our Web linking practices.
Use of the terms "partner" and "partnership" does not imply a legal partnership between Nortel and any other party.
Contacts: Nortel Jamie Moody (972) 684-7167 Email: moodyjam@nortel.com Website: www.nortel.com Virtual Heroes Inc. Katherine Haney (919) 459-2599 Email: Media@virtualheroes.com Website: www.virtualheroes.com
SOURCE: Nortel and Virtual Heroes Inc.
mailto:moodyjam@nortel.com http://www.nortel.com mailto:Media@virtualheroes.com http://www.virtualheroes.com
Copyright 2009 Market Wire, All rights reserved
NO Bid.. buy em cheap now.. eom
.0003?? LMAO........eom
10 MMs at no bid.. not good unless you trying for shares @ .0001..
and imo, if 1 buy trade fills @ bid,, Run..
id of broke both legs running away. LOL,,,,,,,the
MMs are smartest players in the game.. If ask is .0003 & filling buys way below ask, then 1 should know the pps will drop like a rock.
IF order in @ .0003 & fill @ 5 digits, MAJOR MAJOR RED FLAG,,
I agree about the media,, if kept quiet.. But..
should they?
imo No
problem with the Doom & Gloom is its all true..
The doom & gloom is a part of the problem..
When you have the Madoffs of the world walking around with ankle bracelets, under house arrest in a 20 million dollar penthouse, after Ripping Investors off & ruining countless lives on a 50 Billion dollar ponzi scheme, you have Investors sitting on side lines wondering and concerned
Who is being protected here..
Seems like the Good guys get the shaft......Again
Investors on the sidelines may not think these strong companies that are trading 1/2 their value are such good deals.. Who`s to say whos` next, to be taken down by the SEC or FBI, and will they let those crooks walk around with ankle bracelets also..
A lot of people jumped into the market thinking bottom & not knowing alll the doom & gloom..
One Bitten, Twice Shy..
"Players" like us, playing the market Now,, We know the risk, we take the gamble & run the gauntlet.. Roll the dice, Spin the wheel & wait til the fat lady sings.. Right now the fat lady is still eating..
I am with you on THMR, til the end..
roz
sorry for the rambling
Blood in the streets everywhere.. Bad news &
More bad news.. Madoff, Stanford, UBS hiding monies, Trump BK, SIRI BK, NT BK, Citi below 2 bux, BOA in the chitter, CEOs scamming & lying, Dow lowes & heading south even more, investors confidence shot, 800,000 jobs lost this month & more predicted for next, States going broke, Stimulus package a joke, wasted monies & more wasted money, Foxes guarding the hen house, Crooks questiong crooks in Senate hearings, illeagal shorting, bank nationalization, & gold, over 1000.00,
I could keep going,,,,,,,,,,, but the good news,
We cant go much lower. lol
Cash is King
roz