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) January 11, 2006
(December 20,2005)
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 of (Commission File Number) (IRS Employer
incorporation) Identification No.)
1345 Avenue of the Americas, 23rd Floor, 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 December 20, 2005, Newcastle Investment Corp. ("Newcastle") issued
$525.0 million face amount of collateralized debt obligations in its eighth CBO
financing, which it refers to as CBO VIII, through two of its consolidated
subsidiaries, Newcastle CDO VII, Limited and Newcastle CDO VII Corp.
$442.8 million face amount of senior investment grade rated bonds were
sold to third parties and Newcastle retained the Class IV-FL bonds and has
obtained $17.0 million of short-term financing on such bonds. In addition,
Newcastle has retained the subordinate non-investment grade bonds and the
preferred shares. CBO VIII has an expected weighted average life of 8.93 years.
The table below sets forth further information with respect to the structure of
CBO VIII (dollars in thousands).
MOODY'S / S&P EXPECTED MATURITY
CLASS RATINGS FACE AMOUNT COUPON (1)
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Senior
Bonds: I-A AAA/AAA/Aaa $336,000 LIBOR + 0.28% December 2015
I-B AAA/AAA/Aa1 21,800 LIBOR + 0.38% December 2015
II AA/AA/Aa2 53,000 LIBOR + 0.50% December 2015
III A/A/A3 26,000 LIBOR + 0.95% December 2015
IV-FL BBB/BBB/Baa3 20,000 LIBOR + 2.25% December 2015
IV-FX BBB/BBB/Baa3 6,000 7.173% December 2015
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Total $462,800
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Subordinate
Bonds V BB/BB/NR $16,000 7.416% December 2015
Preferred Preferred
Shares Shares NR 46,200 N/A N/A
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Total $62,200
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(1) Reflects expected maturities. Contractual maturities are December 2050.
The total face amount of the underlying collateral is expected to be $525
million and consist of approximately 67% commercial mortgage backed securities,
approximately 16% senior unsecured debt of real estate investment trusts and
approximately 17% real estate related asset backed securities. The portfolio is
expected to have a weighted average credit rating of BBB-.
Newcastle has an approximately $45 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: January 11, 2006 By: /s/ Randal A. Nardone
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Name: Randal A. Nardone
Title: Secretary