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) March 23, 2007 (March
19, 2007)
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Newcastle
Investment Corp.
(Exact
Name of Registrant as Specified in Charter)
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Maryland
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001-31458
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81-0559116
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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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1345
Avenue of the Americas, New York, NY
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10105
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(Address
of Principal Executive Offices)
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Zip
Code)
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____________________
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(212)
798-6100
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Registrant’s
telephone number, including area code
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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____________________
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On
March
16, 2006, Newcastle Investment Corp. (the "Company") issued a press release
announcing that it had committed to purchase a $1.7 billion portfolio of
approximately 7,300 subprime residential mortgage loans. The amount of the
final
loan portfolio is subject to the results of our due diligence.
The
acquisition will initially be financed under a repurchase agreement, dated
March
19, 2007, with a sixth-month term and bearing interest at one month LIBOR +
60
basis points per annum. The acquisition of the portfolio and the related
financings are expected to close in a series of transactions. In connection
with
the initial funding on March 19, 2007, the outstanding balance on the repurchase
agreement was $370 million. Subject to the amount of the final loan portfolio,
the financing under the repurchase agreement is expected to increase to
approximately $1.6 billion. As is customary in any financing, the repurchase
agreement contains standard provisions for the acceleration of our obligations
upon an event of default. The Company expects to finance this investment on
a
long-term basis through the securitization markets in the upcoming months.
Post
securitization, the Company expects to have approximately $75 million of capital
invested in this portfolio.
The
loans
will be serviced by Nationstar Mortgage LLC, an affiliate of our
manager.
Forward-Looking
Statements —
Certain
items in this Current Report on Form 8-K may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of
1995 including statements relating to the ultimate return characteristics of
the
loan portfolio, equity to be deployed, and ability to finance the portfolio
on a
long-term basis and the character of our underwriting assumptions. These
statements are based on management's current expectations and beliefs and are
subject to a number of trends and uncertainties that could cause actual results
to differ materially from those described in the forward-looking statements;
Newcastle can give no assurance that its expectations will be attained. Factors
that could cause actual results to differ materially from Newcastle's
expectations include, but are not limited to, changes in performance of the
underlying loans and in values of the real property securing the loans, changes
in the capital markets which would affect the ability to finance the portfolio
or prepayment rates on the portfolio, and other risks detailed from time to
time
in Newcastle's SEC reports. You should not place undue reliance on
forward-looking statements contained in this Current Report. Such
forward-looking statements speak only as of the date of this Current Report.
Newcastle expressly disclaims any obligation to release publicly any updates
or
revisions to any forward-looking statements contained herein to reflect any
change in the Company's expectations with regard thereto or change in events,
conditions or circumstances on which any statement is based.
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.
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Newcastle
Investment Corp.
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(Registrant)
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| Date: March
23, 2007 |
By: |
/s/ Debra
A. Hess |
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Name:
Debra A. Hess
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Title:
Chief Financial Officer |