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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July
3, 2009
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Luminent Mortgage Capital,
Inc.
__________________________________________
(Exact
name of registrant as specified in its charter)
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Maryland
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001-31828
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06-1694835
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_____________________
(State
or other jurisdiction
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_____________
(Commission
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______________
(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1442
Market Street
Suite
200
Denver,
CO 80202
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19103
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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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215-564-5900
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Not
Applicable
______________________________________________
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:
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))
Item 1.03 Bankruptcy or Receivership.
On September 5, 2008, we, together with
certain of our subsidiaries, filed a voluntary petition for relief under Chapter
11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Maryland (Case No. 08-21389). As previously disclosed, on
September 5, 2008, we entered into a Post-Petition Loan and Security Agreement
with Arco Capital Corporation Ltd., a Cayman Islands exempted company ("Arco"),
pursuant to which Arco agreed to provide us with post-petition financing of up
to $3.2 million.
Since
mid-March 2009, Arco has not funded any new draw requests made under the
Post-Petition Loan and Security Agreement, except for on May 8, 2009; Arco
funded $300,250 for the sole purpose of the Company purchasing D&O
Insurance. As a result, we have had virtually no cash with which to run our
business. Because our management believes that the proposed
transactions contemplated by the Second Amended Joint Plan of
Reorganization of Luminent Mortgage Capital, Inc. and its Affiliated Debtors
(the “Plan”) represent the best opportunity to provide a significant recovery
for our creditors, we have terminated virtually all of our employees and our
management has personally agreed to forego salaries or significantly reduce
their salary during the period when our creditors and the Bankruptcy Court were
considering the Plan.
On June 30, 2009, the U.S. Bankruptcy
Court for the District of Maryland entered an order approving and confirming the
Plan in all respects pursuant to Section 1129 of the U.S. Bankruptcy
Code. We expect
the Plan to be effective within the next two weeks. A copy of the Plan and a
copy of the order of the U.S. Bankruptcy Court are filed as Exhibit 99.1 and
99.2, respectively, to this Current Report on Form 8-K. The description
of the Plan below is qualified entirely by reference to the full text of the
Plan filed herewith.
The U.S. Bankruptcy Court confirmed
our Second Amended Joint Plan of
Reorganization. The Plan
provides that we will emerge as a private company. The Plan also provides for the following creditor
treatments: (i) holders of administrative claims, priority tax claims and
priority non-tax claims will be paid in full in cash, (ii) holders of Arco
secured claims will receive 46% of the equity in the reorganized company, (iii)
holders of other secured claims will be paid in full, (iv) holders of general
unsecured claims will receive distributions from a general unsecured
distribution fund, a share of a subsequent unsecured distribution amount and 29%
of the equity in the reorganized company, (v) holders of general
unsecured opt-out claims, convenience opt-out claims, trust preferred securities
(“TRUPs”) opt-out claims and interests in the
Company will receive no distribution, (vi) holders of convenience
claims will receive a share of a convenience class fund and (vii) holders of
subordinated TRUPs claims will receive distributions from a general unsecured
distribution fund, a share of a subsequent unsecured distribution amount and 29%
of the equity in the reorganized company, provided, however, that the
distributions to these creditors will be paid directly to the senior indenture
trustee for further distribution to the holders of senior note claims to the
extent necessary to comply with the contractual subordination provisions in the
subordinated TRUPS indenture or senior notes indenture. Holders of our common stock will not
receive any distributions and our common stock will be cancelled upon
effectiveness of the Plan.
In addition, a share of 5% of the reorganized equity units will be distributed
directly to the subordinated TRUPs trustees for distribution to holders of the
subordinated TRUPS and not subject to contractual subordination. Upon effectiveness of the Plan , we
will issue up to 100,000 units pursuant to the payment of claims described
above.
Following the effective date of the
Plan, Luminent Mortgage
Capital will change its
corporate name to Cobalt
Holdings Group, LLC. Luminent Mortgage Capital as of June 30,
2009 had approximately $2.0 million of assets and approximately $370 million of
liabilities.
Peter S.
Partee, Sr. and Michael G. Wilson of Hunton & Williams LLP served as lead
restructuring counsel to Luminent Mortgage Capital.
Item 8.01 Other
Events.
We and our subsidiaries are required to
file Monthly Operating Reports with the Bankruptcy Court. A copy of the
January 2009, February
2009, March 2009, April 2009 and May 2009 Monthly Operating Reports are filed as Exhibit 99.1 to this Current
Report on Form 8-K. Our last publicly available financial information was included in our March 31, 2008 Form
10-Q that was filed with the Securities and Exchange Commission on May 19,
2008, our September 2008 Monthly Operating Report was filed as an exhibit
to the Current Report on Form 8-K filed with the Securities and Exchange
Commission on October 28, 2008 and our October 2008, November 2008 and December
2008 Monthly Operating Reports were filed as an exhibit to the Current Report on
Form 8-K filed with the Securities and Exchange Commission on May 20, 2008. Since the filing of that Form 10-Q we sold securities and transferred
securities to repurchase agreement lenders to repay short-term debt and we
entered into several term-note agreements for balances due on repurchase
agreement debt. Subsequent to entering into those term-note agreements, as
previously announced, on July 11, 2008, our remaining repurchase agreement
lender declared an event of default to have occurred on our repurchase
agreements with them due to our inability to deliver additional securities or
cash necessary to fulfill our obligations under the terms of the agreement. As a
result of the event of default, the repurchase agreement lender took possession
of all remaining mortgage-backed securities of value, including securities that
were retained from our whole loan securitizations. These transfers of securities
resulted in the derecognition of all of our remaining mortgage-backed securities
from our balance sheet and the deconsolidation of all of our securitization
trusts because we no longer have the rights to receive principal and interest
cash payments from these securities.
Cautionary Statement Regarding Financial
and Operation Data
The information included in these Monthly Operating Reports are prepared on a stand alone basis for
each subsidiary that has filed for relief under Chapter 11 of the U.S.
Bankruptcy Code and include certain items such as liability amounts for the
guarantees of the debt of other subsidiaries. In addition, these Monthly Operating Reports do not include the balances of certain
subsidiaries that have not filed for relief under the U.S. Bankruptcy Code.
Therefore, the sum of these entities are not representative of the consolidated
financial statements of Luminent Mortgage Capital, Inc. in accordance with
generally accepted accounting principles.
We caution investors and potential
investors not to place undue reliance upon the information contained in the
Monthly Operating Reports, which were not prepared for the purpose of
providing the basis for an investment decision relating to any of our
securities. The Monthly Operating Reports are limited in scope,
cover a limited time
period, and have been prepared solely for the purpose of
complying with the monthly reporting requirements of the Bankruptcy Court. The
Monthly Operating Reports
were not audited or
reviewed by independent accountants, have not been presented in accordance with
generally accepted accounting principles, are in a format prescribed by applicable
bankruptcy laws, and are subject to future adjustment and
reconciliation. There can be no assurance that the Monthly Operating
Reports are complete. The Monthly Operating
Reports also contain information for periods
which may be shorter or otherwise different from those contained in reports
required pursuant to the Securities Exchange Act of 1934, as amended. Results
set forth in the Monthly Operating Reports should not be viewed as indicative of
future results.
Item 9.01 Financial Statements and
Exhibits.
Exhibit No.
Description
99.1 Second Amended Joint Plan of
Reorganization of Luminent Mortgage Capital, Inc. and its Affiliated
Debtors.
99.2
Order of U.S. Bankruptcy Court confirming Second Amended Joint Plan of
Reorganization of Luminent Mortgage Capital, Inc. and its Affiliated Debtors,
entered June 30, 2009.
99.3 Monthly Operating Report for the Period
Ended January 31,
2009.
99.4 Monthly Operating Report for the Period
Ended February 28,
2009.
99.5 Monthly Operating Report for the Period
Ended March 31,
2009.
99.6 Monthly Operating Report for the Period
Ended April 30,
2009.
99.7 Monthly Operating Report for the Period
Ended May 31,
2009.
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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Luminent
Mortgage Capital, Inc.
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By:
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/s/
Zachary
H Pashel |
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Name:
Zachary H Pashel
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Title:
Chief Executive Officer
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