UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): August 30, 2004
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American Home Mortgage Investment Corp.
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(Exact Name of Registrant as Specified in Its Charter)
Maryland 001-31916 20-0103914
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
520 Broadhollow Road, Melville, New York 11747
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 949-3900
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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 1.01. Entry into a Material Definitive Agreement.
On August 30, 2004, American Home Mortgage Investment Corp. ("AHM
Investment"), through its subsidiaries, American Home Mortgage Corp., American
Home Mortgage Servicing, Inc., and American Home Mortgage Acceptance, Inc.
(collectively, the "Borrowers"; the Borrowers, AHM Investment and American Home
Mortgage Holdings, Inc. ("AHM Holdings"), AHM Investment's other subsidiary,
shall be hereinafter collectively referred to as the "Company"), entered into a
Credit Agreement with Bank of America, N.A., as administrative agent and swing
line lender ("Bank of America"), and a syndicate of other commercial lenders
(the "BofA Facility"). The BofA Facility replaces one of the Company's existing
credit facilities, under which Residential Funding Corporation served as
administrative agent for another syndicate of certain commercial banks (the "RFC
Facility"). Approximately $288,142,631 of the proceeds from the BofA Facility
were drawn at closing, of which approximately $282,564,107 were used to repay in
full the Company's outstanding indebtedness under the RFC Facility, which
expired in accordance with its terms on August 30, 2004. Accordingly, the
Company's financial obligations under the RFC Facility were fully satisfied upon
its expiration.
The BofA Facility is a committed line of credit in the aggregate amount of
$600 million and, upon the occurrence of certain events, may be increased to a
maximum aggregate amount of $700 million. The BofA Facility matures on August
29, 2005.
The Borrowers' obligations under the BofA Facility are guaranteed by AHM
Investment and AHM Holdings. The Borrowers' obligations under the BofA Facility
are secured by a first priority lien on the mortgage loans, mortgage-backed
securities and certain other financial instruments financed by proceeds from the
BofA Facility. The BofA Facility contains customary affirmative and negative
covenants and conditions regarding the Company's finances and operations.
The BofA Facility also contains customary events of default. If an event
of default occurs and is continuing, the Company might be required to pay all
amounts outstanding under such facility. The acceleration of the maturity of the
loans made under the BofA Facility is automatic in the event the Company files,
or any of its subsidiaries file, for bankruptcy or similar debt relief. Under
all other events of default, whether the maturity of the loans will be
accelerated is subject to the discretion of the lenders holding 50% or more of
loans and commitments under the BofA Facility.
The description of the BofA Facility set forth above is qualified by each
of the Credit Agreement, the Security and Collateral Agency Agreement and the
Guaranty filed as Exhibits 10.1, 10.2 and 10.3, respectively, of this Current
Report on Form 8-K and incorporated herein by reference.
ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01 of this Current Report on Form 8-K, which is incorporated
herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits:
10.1 - Credit Agreement, dated August 30, 2004 (the "Credit
Agreement"), by and among American Home Mortgage Servicing,
Inc., American Home Mortgage Corp., American Home Mortgage
Acceptance, Inc., collectively as Borrowers, the Lenders from
time to time party thereto, Bank of America, N.A., as
Administrative Agent and Swing Line Lender, Calyon Bank New York
Branch and Deutsche Bank Securities, as Co-Syndication Agents,
ABN AMRO Bank N.V., Citibank, N.A. and U.S. Bank National
Association, as Co-Documentation Agents, and Banc of America
Securities LLC, as Sole Lead Arranger and Sole Book Manager.
10.2 - Security and Collateral Agency Agreement, dated August 30, 2004,
by and among American Home Mortgage Servicing, Inc., American
Home Mortgage Corp., American Home Mortgage Acceptance, Inc.,
collectively as Borrowers, Bank of America, N.A., as
Administrative Agent for the Lenders from time to time party to
the Credit Agreement, and Deutsche Bank National Trust Company,
as Custodian and Collateral Agent.
10.3 - Guaranty, dated August 30, 2004, by American Home Mortgage
Investment Corp. and American Home Mortgage Holdings, Inc.,
jointly and severally, in favor of the Lenders and Bank of
America, N.A., as Administrative Agent for the Lenders, for the
Borrowers' obligations under the Credit Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: September 3, 2004 AMERICAN HOME MORTGAGE
INVESTMENT CORP.
By: /s/ Alan B. Horn
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Name: Alan B. Horn
Title: Executive Vice President and
General Counsel
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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10.1 Credit Agreement, dated August 30, 2004 (the "Credit
Agreement"), by and among American Home Mortgage
Servicing, Inc., American Home Mortgage Corp.,
American Home Mortgage Acceptance, Inc., collectively
as Borrowers, the Lenders from time to time party
thereto, Bank of America, N.A., as Administrative
Agent and Swing Line Lender, Calyon Bank New York
Branch and Deutsche Bank Securities, as
Co-Syndication Agents, ABN AMRO Bank N.V., Citibank,
N.A. and U.S. Bank National Association, as
Co-Documentation Agents, and Banc of America
Securities LLC, as Sole Lead Arranger and Sole Book
Manager.
10.2 Security and Collateral Agency Agreement, dated
August 30, 2004, by and among American Home Mortgage
Servicing, Inc., American Home Mortgage Corp.,
American Home Mortgage Acceptance, Inc., collectively
as Borrowers, Bank of America, N.A., as
Administrative Agent for the Lenders from time to
time party to the Credit Agreement, and Deutsche Bank
National Trust Company, as Custodian and Collateral
Agent.
10.3 Guaranty, dated August 30, 2004, by American Home
Mortgage Investment Corp. and American Home Mortgage
Holdings, Inc., jointly and severally, in favor of
the Lenders and Bank of America, N.A., as
Administrative Agent for the Lenders, for the
Borrowers' obligations under the Credit Agreement.