Thornburg Amends Bylaws for Note Offering

Thornburg Mortgage Inc., Santa Fe, N.M., has amended its bylaws to allow a single investor to conditionally acquire up to 30% of its voting stock in connection with a crucial private note offering it has planned. Previously, a single person could not acquire more than 10% of the company's voting stock without the approval of two-thirds of Thornburg's voting shares, according to a Securities and Exchange Commission filing. An investor who acquired more shares under the new amendment would have to provide certain assurances that include a promise to maintain the company's real estate investment trust status, which ensures that the company enjoys certain tax advantages so long as it distributes most of its income to shareholders. Thornburg has announced plans for a private placement of $1.35 billion in subordinated secured notes in which it will issue detachable warrants to purchase shares of common stock that are exercisable under certain conditions. Thornburg must raise close to $1 billion in capital soon in order to keep in place a deal with some of the counterparties involved in a potentially "material" group of margin calls on the company. Thornburg Mortgage can be found online at http://www.thornburg.com.