Unassociated Document
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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April
4, 2008 (March 31, 2008)
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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
(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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On
March
31, 2008, Anthracite Capital, Inc. (the “Company”) and BlackRock Financial
Management, Inc. (the “Manager”) entered into an Amended and Restated Investment
Advisory Agreement (the “Management Agreement”).
For
the
full one-year term of the renewed contract, the Manager has agreed to
receive 100% of the management fee and incentive fee in shares of the Company’s
common stock, par value $0.001 per share (the “Common Stock”), issued pursuant
to any applicable stock plan approved by the Company’s stockholders. Pursuant to
the Management Agreement, as compensation for acting as investment advisor
to
the Company, the Manager receives a quarterly base management fee, in the
applicable quarter, of 0.3750% if the quarterly average total stockholders’
equity is less than or equal to $400 million, 0.3125% if the quarterly average
total stockholders’ equity is greater than $400 million, but less than or equal
to $800 million or 0.2500% if the quarterly average total stockholders’ equity
is greater than $800 million. In addition, under the Management Agreement
and
pursuant to any applicable stock plan approved by the Company’s Stockholders,
the Company will grant the Manager a number of shares of Common Stock, equal
to
one half of one percent (0.5%) of the total number of shares of Common Stock
outstanding as of the tenth trading day of the Company’s Window Period (as
defined in the Management Agreement) that commences in the fourth quarter
or, if
there is no such Window Period, as of December 31 of each year.
Under
the
Management Agreement, the Manager is entitled to receive a
quarterly incentive fee equal to 25% of the amount by which the Adjusted
Operating Earnings (as defined in the Management Agreement) of the Company
(before incentive fee) for the quarterly period exceeds the weighted average
of
the price per share of the Common Stock in the Company’s initial public offering
and the prices per share of the Common Stock in any of the Company’s secondary
offerings multiplied by the ten-year Treasury note rate plus 4.0% per annum
(expressed as a quarterly percentage), multiplied by the weighted average
number
of shares of Common Stock outstanding during the applicable quarterly period.
The Management Agreement provides that the incentive fee payable to the Manager
shall be calculated using a rolling four-quarter high watermark. Pursuant
to the
Management Agreement, the Company agreed to pay any
quarterly incentive fee to the Manager if the yearly incentive fee, based
upon using adjusted operating earnings or net income, as applicable, for
the
current and three prior quarters, is greater than the amount the Company
paid to
the Manager in the prior three quarters cumulatively. The Management Agreement
will expire on March 31, 2009, unless extended.
The
foregoing description of the Management Agreement is not complete and is
qualified in its entirety by reference to the full text of the agreement
which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
by
reference herein.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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Exhibit
Number
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Description
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10.1
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Amended
and Restated Investment Advisory Agreement, dated as of March 31,
2008,
between BlackRock Financial Management, Inc. and the
Company
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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.
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ANTHRACITE
CAPITAL, INC. |
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By: |
/s/
Richard M. Shea
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Name:
Richard M. Shea |
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Title:
President
and Chief Operating Officer |
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Dated:
April 4, 2008
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