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Articles of Incorporation
Articles of Incorporation (56K)
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NEWCASTLE INVESTMENT CORP.
ARTICLES OF INCORPORATION
THIS IS TO CERTIFY THAT:
ARTICLE I
INCORPORATOR
The undersigned, Tracy A. Bacigalupo, whose address is c/o Piper
Rudnick LLP, 6225 Smith Avenue, Baltimore, Maryland 21209, being at least 18
years of age, does hereby form a corporation under the general laws of the State
of Maryland.
ARTICLE II
. . .
262181
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Newcastle
As referenced in this Articles of Incorporation:
NEWCASTLE INVESTMENT CORP – {DOCUMENT}
{TYPE}EX-3.1
{SEQUENCE}3
{FILENAME}y61286exv3w1.txt
{DESCRIPTION}ARTICLES OF INCORPORATION
{TEXT}
{PAGE}
Exhibit 3.1
NEWCASTLE INVESTMENT CORP .
ARTICLES OF INCORPORATION
THIS IS TO CERTIFY THAT:
ARTICLE I
INCORPORATOR
The undersigned, Tracy A. Bacigalupo, whose address is c/o Piper
_____________
Newcastle Investment Corp – the general laws of the State
of Maryland.
ARTICLE II
NAME
The name of the corporation (which is hereinafter called the
"Corporation") is:
Newcastle Investment Corp .
ARTICLE III
PURPOSE
The purposes for which the Corporation is formed are to engage in any
lawful act or activity (including, without
_____________
dt 144592
;
|
 Piper Rudnick
As referenced in this Articles of Incorporation:
Piper
Rudnick – INVESTMENT CORP.
ARTICLES OF INCORPORATION
THIS IS TO CERTIFY THAT:
ARTICLE I
INCORPORATOR
The undersigned, Tracy A. Bacigalupo, whose address is c/o Piper
Rudnick LLP, 6225 Smith Avenue, Baltimore, Maryland 21209, being at least 18
years of age, does hereby form a corporation under the general
_____________
Piper Rudnick – OFFICE IN STATE AND RESIDENT AGENT
The address of the principal office of the Corporation in the State of
Maryland is c/o Piper Rudnick LLP, 6225 Smith Avenue, Baltimore, Maryland 21209,
Attention: Tracy A. Bacigalupo. The name of the resident agent of the
Corporation in the
_____________
Piper Rudnick – name of the resident agent of the
Corporation in the State of Maryland is Tracy A. Bacigalupo, whose post address
is c/o Piper Rudnick LLP, 6225 Smith Avenue, Baltimore, Maryland 21209. The
resident agent is a citizen of and resides in the State of Maryland.
ARTICLE
_____________
dt 141600
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| 2003 |
Articles Supplementary
Articles Supplementary (34K)
Doc #262139: This document is immediately available for purchase, but does not have a preview available for viewing.
262139
|
Newcastle
As referenced in this Articles Supplementary:
NEWCASTLE INVESTMENT CORP – DOCUMENT}
{TYPE}EX-3.3
{SEQUENCE}3
{FILENAME}y86542exv3w3.txt
{DESCRIPTION}ARTICLES SUPPLEMENTARY RE SERIES B PREFERRED STOCK
{TEXT}
{PAGE}
Exhibit 3.3
NEWCASTLE INVESTMENT CORP .
ARTICLES SUPPLEMENTARY
Newcastle Investment Corp., a Maryland corporation (the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
_____________
Newcastle Investment Corp – SEQUENCE}3
{FILENAME}y86542exv3w3.txt
{DESCRIPTION}ARTICLES SUPPLEMENTARY RE SERIES B PREFERRED STOCK
{TEXT}
{PAGE}
Exhibit 3.3
NEWCASTLE INVESTMENT CORP.
ARTICLES SUPPLEMENTARY
Newcastle Investment Corp ., a Maryland corporation (the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: Under a power
_____________
NEWCASTLE INVESTMENT CORP – its behalf by its
Chief Executive Officer and attested to by its Secretary on this 13th of March,
2003.
{TABLE}
{S} {C}
ATTEST: NEWCASTLE INVESTMENT CORP .
/s/ Randal A. Nardone /s/ Kenneth M. Riis (SEAL)
---------------------------------- ----------------------------------
Randal A. Nardone Secretary Kenneth M. Riis, President
{/TABLE}
{/TEXT}
{/DOCUMENT}
_____________
dt 144551
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Bylaws
Bylaws (64K)
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NEWCASTLE INVESTMENT CORP.
BYLAWS
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in
the State of Maryland shall be located at such place as the Board of Directors
may designate.
Section 2. ADDITIONAL OFFICES. The Corporation may have additional
offices, including a principal executive office, at such places as the Board of
Directors may from time to time determine or the business of the . . .
262182
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Newcastle
As referenced in this Bylaws:
NEWCASTLE INVESTMENT CORP – {DOCUMENT}
{TYPE}EX-3.2
{SEQUENCE}4
{FILENAME}y61286exv3w2.txt
{DESCRIPTION}BY-LAWS
{TEXT}
{PAGE}
Exhibit 3.2
NEWCASTLE INVESTMENT CORP .
BYLAWS
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in
the State of Maryland shall be located
_____________
dt 144593
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Bylaws
Bylaws (65K)
Doc #262202: Click preview link for longer preview.
NEWCASTLE INVESTMENT CORP.
BYLAWS
(AS ADOPTED JANUARY 24, 2002)
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICE. The principal office of the Corporation
in the State of Maryland shall be located at such place as the Board of
Directors may designate.
Section 2. ADDITIONAL OFFICES. The Corporation may have additional
offices, including a principal executive office, at such places as the . . .
262202
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Newcastle
As referenced in this Bylaws:
NEWCASTLE INVESTMENT CORP – {DOCUMENT}
{TYPE}EX-3.2
{SEQUENCE}4
{FILENAME}y54018a2ex3-2.txt
{DESCRIPTION}AMENDED BY-LAWS
{TEXT}
{PAGE}
Exhibit 3.2
NEWCASTLE INVESTMENT CORP .
BYLAWS
(AS ADOPTED JANUARY 24, 2002)
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICE. The principal office of the Corporation
in the State
_____________
dt 144612
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| 2002 |
Certificate of Stock
Certificate of Stock (11K)
Doc #262203: This document is immediately available for purchase, but does not have a preview available for viewing.
262203
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Newcastle
As referenced in this Certificate of Stock:
NEWCASTLE INVESTMENT CORP – AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
TRANSFER AGENT
AND REGISTRAR
BY:
AUTHORIZED SIGNATURE
(SIGNATURE TO COME) (SIGNATURE TO COME)
SECRETARY PRESIDENT
{PAGE}
NEWCASTLE INVESTMENT CORP .
A CORPORATION FORMED UNDER THE LAWS OF THE STATE OF MARYLAND
THIS CERTIFICATE IS TRANSFERABLE IN THE CITY OF NEW YORK
SEE
_____________
NEWCASTLE INVESTMENT CORP – THAT
, or its registered assigns,
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE
PER SHARE, OF
NEWCASTLE INVESTMENT CORP .
(THE "CORPORATION")
transferable on the books of the Corporation by the holder hereof in person or
by its duly authorized attorney, upon
_____________
dt 144613
;
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Consulting Agreement
Consulting Agreement (4K)
Doc #3869656: Click preview link for longer preview.
3869656
| | |
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| 2003 |
Indenture
Indenture (231K)
Doc #262119: Click preview link for longer preview.
NEWCASTLE INVESTMENT CORP.
TO
[ ]
__________________________
INDENTURE
Dated as of ________, 200_
SENIOR DEBT SECURITIES
================================================================================
CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318,
INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:
TRUST . . .
262119
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Newcastle
As referenced in this Indenture:
NEWCASTLE INVESTMENT CORP – {DOCUMENT}
{TYPE}EX-4.2
{SEQUENCE}3
{FILENAME}y90543a1exv4w2.txt
{DESCRIPTION}FORM OF SENIOR INDENTURE
{TEXT}
{PAGE}
Exhibit 4.2
================================================================================
NEWCASTLE INVESTMENT CORP .
TO
[ ]
__________________________
INDENTURE
Dated as of ________, 200_
SENIOR DEBT SECURITIES
================================================================================
{PAGE}
CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH
_____________
Newcastle Investment Corp – Adjournment
of Meetings............................................48
SECTION 1406.Counting Votes and Recording Action of Meetings..........48
{/TABLE}
{PAGE}
INDENTURE, dated as of _________, 200_ between Newcastle Investment Corp .
a corporation duly organized and existing under the laws of the State of
Maryland (herein called the "Company"), having its principal office
_____________
NEWCASTLE INVESTMENT CORP – WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.
NEWCASTLE INVESTMENT CORP .
By:
-------------------------
Attest:
-------------------------
By:
-------------------------
49
{PAGE}
STATE OF - )
) ss.:
COUNTY OF - )
On the ____ day of _____________, before me personally came ___________ to
_____________
Newcastle Investment Corp – corporation; and that he
signed his name thereto by like authority.
50
{PAGE}
EXHIBIT A
FORM OF FACE OF REGISTERED SECURITY
-------------------------
--------------------------------------------------
No._________ $
Newcastle Investment Corp ., a corporation duly organized and existing under the
laws of Maryland (herein called the "Company", which term includes any successor
Person under
_____________
dt 144531
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Indenture
Indenture (252K)
Doc #262120: Click preview link for longer preview.
NEWCASTLE INVESTMENT CORP.
TO
[ ]
INDENTURE
Dated as of ________, 200_
SUBORDINATED DEBT SECURITIES
================================================================================
CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318,
INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:
TRUST INDENTURE . . .
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Newcastle
As referenced in this Indenture:
NEWCASTLE INVESTMENT CORP – {DOCUMENT}
{TYPE}EX-4.3
{SEQUENCE}4
{FILENAME}y90543a1exv4w3.txt
{DESCRIPTION}FORM OF SUBORDINATED INDENTURE
{TEXT}
{PAGE}
Exhibit 4.3
================================================================================
NEWCASTLE INVESTMENT CORP .
TO
[ ]
INDENTURE
Dated as of ________, 200_
SUBORDINATED DEBT SECURITIES
================================================================================
{PAGE}
CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318,
_____________
Newcastle Investment Corp – Adjournment
of Meetings............................................53
SECTION 1506.Counting Votes and Recording Action of Meetings..........53
{/TABLE}
{PAGE}
INDENTURE, dated as of _________, 200_ between Newcastle Investment Corp .,
a corporation duly organized and existing under the laws of the State of
Maryland (herein called the "Company"), having its principal office
_____________
NEWCASTLE INVESTMENT CORP – WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.
NEWCASTLE INVESTMENT CORP .
By:
-----------------------------------
Attest:
-----------------------------------
By:
-----------------------------------
Attest:
-----------------------------------
54
{PAGE}
STATE OF - )
) ss.:
COUNTY OF - )
On the ____ day of _____________, before me personally came ___________
_____________
Newcastle Investment Corp – said corporation; and that he
signed his name thereto by like authority.
55
{PAGE}
EXHIBIT A
FORM OF FACE OF REGISTERED SECURITY
-----------------------------------
----------------------------------------------------------------------
No. $
--------------
Newcastle Investment Corp ., a corporation duly organized and existing under the
laws of Delaware (herein called the "Company", which term includes any successor
Person under
_____________
dt 144532
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Limited Liability Company Agreement
Limited Liability Company Agreement (98K)
Doc #262185: Click preview link for longer preview.
LIMITED LIABILITY COMPANY AGREEMENT
OF
FORTRESS INVESTMENT GROUP LLC
Dated as of February 6, 1998
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
-----------------------------------------------------------------------------------------------------
{S} {C}
ARTICLE I
DEFINITIONS................................................................................1
SECTION 1.1 Definitions..........................................................1
ARTICLE II
GENERAL PROVISIONS.........................................................................8
SECTION 2.1 Company Name.........................................................8
SECTION 2.2 Registered Office, Registered Agent..................................8
SECTION 2.3 Certificates.........................................................9
SECTION 2.4 Nature of Business; Permitted Powers.................................9
SECTION 2.5 Fiscal Year..........................................................9
SECTION 2.6 Perpetual Existence..................................................9
SECTION 2.7 Limitation on Member Liability.......................................9
SECTION 2.8 Indemnification......................................................9
SECTION 2.9 Exculpation.........................................................10
SECTION 2.10 Fiduciary Duty....................................................10
SECTION 2.11 Insurance.........................................................11
ARTICLE III
CLASSES OF INTERESTS AND ADMISSION OF MEMBERS.............................................12
SECTION 3.1 Classes.............................................................12
SECTION 3.2 Admission of Initial Members........................................12
SECTION 3.3 Admission of Additional Members.....................................12
SECTION 3.4 Schedule A..........................................................13
ARTICLE IV
OFFICERS..................................................................................13
SECTION 4.1 Designation; Term; Qualifications...................................13
SECTION 4.2 Removal and Resignation.............................................13
SECTION 4.3 Vacancies...........................................................14
SECTION 4.4 Compensation........................................................14
SECTION 4.5 Acts of the Officers................................................14
{/TABLE}
i
{PAGE}
{TABLE}
{CAPTION}
Page
-----------------------------------------------------------------------------------------------------
{S} {C}
ARTICLE V
VOTING AND MANAGEMENT.....................................................................14
SECTION 5.1 Class A Member Voting Rights........................................14
SECTION 5.2 Class B Member Voting Rights........................................14
SECTION 5.3 Management of the Company...........................................15
SECTION 5.4 Acts of the Directors, Management Procedures
and Delegation................................................15
SECTION 5.5 Compensation of the Directors.......................................16
SECTION 5.6 Books and Records; Accounting.......................................16
SECTION 5.7 Reliance by Third Parties; Officers.................................16
SECTION 5.8 Expenses............................................................16
SECTION 5.9 Company Tax and Information Returns.................................17
ARTICLE VI
CONTRIBUTIONS AND CAPITAL ACCOUNTS........................................................17
SECTION 6.1 Capital Contributions...............................................17
SECTION 6.2 Capital Accounts....................................................18
SECTION 6.3 Withdrawal of Capital; Return of Capital;
Deficit Balance in Capital Account.............................19
ARTICLE VII
ALLOCATIONS...............................................................................19
SECTION 7.1 Allocation of Net Operating Profits and
Net Operating Losses for Book Accounting Purposes.............19
SECTION 7.2 Allocation of Net Disposition Profits and
Net Disposition Losses for Book Accounting Purposes...........20
ARTICLE VIII
DISTRIBUTIONS.............................................................................20
SECTION 8.1 Distributions from Operations.......................................20
SECTION 8.2 Distributions of Capital Receipts...................................20
SECTION 8.3 Treatment of Insufficiency..........................................20
SECTION 8.4 Distributions in Kind...............................................21
{/TABLE}
ii
{PAGE}
{TABLE}
{CAPTION}
Page
-----------------------------------------------------------------------------------------------------
{S} {C}
ARTICLE IX
SPECIAL ALLOCATION RULES..................................................................21
SECTION 9.1 Certain Definitions.................................................21
SECTION 9.2 Allocations.........................................................24
ARTICLE X
RESIGNATION AND ASSIGNMENT OF INTERESTS...................................................28
SECTION 10.1 Resignation of Member..............................................28
SECTION 10.2 No Distribution Upon Resignation...................................29
SECTION 10.3 Assignment of Interests............................................29
SECTION 10.4 Right of Assignee to Become a Substitute Member....................30
SECTION 10.5 Recognition of Transfer by Company.................................30
ARTICLE XI
DISSOLUTION...............................................................................31
SECTION 11.1 Duration and Dissolution...........................................31
SECTION 11.2 Winding Up.........................................................31
SECTION 11.3 Distribution of Assets.............................................31
SECTION 11.4 Notice of Liquidation..............................................32
ARTICLE XII
MISCELLANEOUS.............................................................................32
SECTION 12.1 Tax Reports and Financial Statements...............................32
SECTION 12.2 Amendment to the Agreement.........................................32
SECTION 12.3 Successors, Counterparts...........................................32
SECTION 12.4 Governing Law; Severability........................................32
SECTION 12.5 Filings............................................................33
SECTION 12.6 Power of Attorney..................................................33
SECTION 12.7 Headings...........................................................34
SECTION 12.8 Additional Documents...............................................34
SECTION 12.9 Notices............................................................34
SECTION 12.10 Waiver of Right to Partition and Bill of Accounting................34
{/TABLE}
iii
{PAGE}
{TABLE}
{CAPTION}
Page
-----------------------------------------------------------------------------------------------------
{S} {C}
SCHEDULE A
INITIAL MEMBERS...........................................................................35
SCHEDULE B
INITIAL DIRECTORS.........................................................................36
SCHEDULE C
INITIAL OFFICERS..........................................................................37
{/TABLE}
iv
{PAGE}
LIMITED LIABILITY COMPANY AGREEMENT
OF
FORTRESS INVESTMENT GROUP LLC
THIS LIMITED LIABILITY COMPANY AGREEMENT of FORTRESS INVESTMENT GROUP
LLC, a Delaware limited liability company (the "Company"), is made as of
February 6, 1998, among the undersigned and the other Persons (as defined below)
who become members of the Company from time to time in accordance with the
provisions hereof (collectively, the "Members").
WHEREAS, the Members have formed the Company under the Delaware Act (as
defined below) by causing to be filed a Certificate of Formation of the Company
with the Office of the Secretary of State of the State of Delaware on February
6, 1998; and
WHEREAS, the Members desire to set forth their respective rights and
obligations as Members of the Company and to provide for the management of the
Company and its affairs and for the conduct of the business of the Company;
NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Members hereby agree as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Definitions. As used herein, the following terms shall have
the following meanings:
"Additional Member" has the meaning specified in Section 3.3 of this
Agreement.
"Affiliate" means, with respect to a Person, another Person that
directly or indirectly controls, is controlled by or is under common control
with such first Person. For purposes of this definition, "control" (including,
with correlative meanings, the
{PAGE}
terms "controlling," "controlled by" and "under common control with"), as
applied to any Person, means the possession, directly or indirectly, of the
power to vote a majority of the securities having voting power for the election
of Directors of such Person or otherwise to direct or cause the direction of the
management and policies of that Person, whether through the ownership of voting
securities or by contract or otherwise.
"Agreement" means this Limited Liability Company Agreement of the
Company, as amended, modified, supplemented or restated from time to time.
"Capital Account" means the capital account established for each Member
in accordance with Section 6.2(a).
"Capital Asset" means any asset described in Section 1221 or 1231 of
the Code, or any other asset of the Company or of any partnership or limited
liability company in which the Company holds a direct or indirect interest, the
sale or other disposition of which at a gain would result in long term capital
gain within the meaning of Section 1222(3) of the Code.
"Capital Receipts" means the gross cash proceeds received by the
Company from the sale, exchange or any other disposition of any Capital Asset of
the Company, or of all or substantially all of the assets of the Company
(including without limitation in any Liquidation of the Company) or of any
partnership or limited liability company in which the Company holds a direct or
indirect interest, or from the incurrence of any Indebtedness (but excluding
capital contributions received by the Company), reduced by the sum of (i) all
expenditures made by the Company or by any partnership or limited liability
company in which the Company holds a direct or indirect interest, in connection
with such sale, exchange or other disposition, (ii) debt service payments made
from such gross cash proceeds, and (iii) amounts set aside as reserves therefrom
by the Directors.
"Capitalized Lease" as to any Person means (i) any lease of property,
real or personal, the obligations under which are capitalized on the
consolidated balance sheet of such Person and its subsidiaries, (ii) any other
such lease to the extent that the then present value of the minimum rental
262185
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Management and Advisory Agreement [Amended and Restated]
Management and Advisory Agreement [Amended and Restated] (62K)
Doc #262135: Click preview link for longer preview.
AMENDED AND RESTATED
MANAGEMENT AND ADVISORY AGREEMENT
THIS AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT, is made as of
June 23, 2003 (the "Agreement") by and among NEWCASTLE INVESTMENT CORP., a
Maryland corporation (the "Company"), and FORTRESS INVESTMENT GROUP LLC, a
Delaware limited liability company (together with its permitted assignees, the
"Manager").
W I T N E S S E T H :
WHEREAS, the Company and the Manager entered into that certain
Management and Advisory Agreement, dated as of June 6, 2002 (the "Original
Management Agreement"), as amended on March 4, 2003; and
WHEREAS, the Company and the Manager desire to amend and restate the
Original Management Agreement in its entirety on the terms and conditions
hereinafter set forth.
NOW THEREFORE, in consideration of the mutual agreements herein set
forth, the parties hereto agree as follows:
I. The Original Management Agreement is hereby modified so that all
of the terms and conditions of the aforesaid Original Management Agreement shall
be restated in their entirety as set forth herein.
II. This Agreement shall be binding upon and inure to the benefit of
the parties hereto, and their respective successors and assigns, and shall be
deemed to be effective as of the date hereof.
III. Any reference in any other document executed in connection with
the Original Management Agreement or this Agreement to the Original Management
Agreement shall be deemed to refer to this Agreement.
NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL AGREEMENTS HEREIN SET
FORTH, THE PARTIES HERETO AGREE AS FOLLOWS:
{PAGE}
SECTION 1. DEFINITIONS. The following terms have the meanings assigned
them:
(a) "Agreement" means this Management and Advisory Agreement, as
amended from time to time.
(b) "Board of Directors" means the Board of Directors of the
Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Common Share" means a share of capital stock of the Company now
or hereafter authorized as common voting stock of the Company.
(e) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(f) "Funds from Operations" is as defined by the National
Association of Real Estate Investment Trusts and means net income (computed in
accordance with GAAP) excluding gains (or losses) from debt restructuring and
sales of property, plus depreciation and amortization on real estate assets, and
after adjustments for unconsolidated partnerships and joint ventures.
(g) "Governing Instruments" means, with regard to any entity, the
articles of incorporation and bylaws in the case of a corporation, certificate
of limited partnership (if applicable) and the partnership agreement in the case
of a general or limited partnership or the articles of formation and the
operating agreement in the case of a limited liability company.
(h) "Independent Directors" means the members of the Board of
Directors who are not officers or employees of the Manager.
(i) "Investments" means the investments of the Company.
(j) "Junior Share" means a share of capital stock of the Company
now or hereafter authorized or reclassified that has dividend rights, or rights
upon liquidation, winding up and dissolution, that are inferior or junior to the
REIT Shares.
2
{PAGE}
(k) "Preferred Share" means a share of capital stock of the Company
now or hereafter authorized or reclassified that has dividend rights, or rights
upon liquidation, winding up and dissolution, that are superior or prior to the
REIT Shares.
(l) "Prospectus" means the prospectus of the Company relating to
the Company's initial public offering of common stock.
(m) "Real Estate Securities" and "credit sensitive real
estate-related securities" have the respective meanings ascribed to such terms
in the Prospectus.
(n) "REIT Share" means a share of the Company's Common Shares, par
value $.01 per share. Where relevant in this Agreement, "REIT Shares" includes
shares of the Company's Common Shares, par value $.01 per share, issued upon
conversion of Preferred Shares or Junior Shares.
(o) "Subsidiary" means any subsidiary of the Company and any
partnership, the general partner of which is the Company or any subsidiary of
the Company and any limited liability company, the managing member of which is
the Company or any subsidiary of the Company.
SECTION 2. APPOINTMENT AND DUTIES OF THE MANAGER.
(a) The Company hereby appoints the Manager to manage the assets of
the Company subject to the further terms and conditions set forth in this
Agreement and the Manager hereby agrees to use its commercially reasonable
efforts to perform each of the duties set forth herein. The appointment of the
Manager shall be exclusive to the Manager except to the extent that the Manager
otherwise agrees, in its sole and absolute discretion, and except to the extent
that the Manager elects, pursuant to the terms of this Agreement, to cause the
duties of the Manager hereunder to be provided by third parties.
(b) The Manager, in its capacity as manager of the assets and the
day-to-day operations of the Company, at all times will be subject to the
supervision of the Company's Board of Directors and will have only such
functions and authority as the Company may delegate to it including, without
limitation, the functions and authority identified herein and delegated to the
Manager hereby. The Manager will be responsible for the day-to-day operations of
the Company and will
3
{PAGE}
perform (or cause to be performed) such services and activities relating to the
assets and operations of the Company as may be appropriate, including, without
limitation:
(i) serving as the Company's consultant with respect to the
periodic review of the investment criteria and parameters for Investments,
borrowings and operations, any modifications to which shall be approved by
a majority of the independent members of the Board of Directors (such
policy guidelines as are in effect on the date hereof, as the same may be
modified with such approval, the "Guidelines") and other policies for
approval by the Board of Directors;
(ii) investigation, analysis and selection of investment
opportunities;
(iii) with respect to prospective investments by the Company and
dispositions of Investments, conducting negotiations with real estate
brokers, sellers and purchasers and their respective agents and
representatives, investment bankers and owners of privately and publicly
held real estate companies;
(iv) engaging and supervising, on behalf of the Company and at
the Company's expense, independent contractors which provide real estate
brokerage, investment banking and leasing services, mortgage brokerage,
securities brokerage and other financial services and such other services
as may be required relating to the Investments;
262135
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Newcastle
As referenced in this Management and Advisory Agreement [Amended and Restated]:
NEWCASTLE INVESTMENT CORP – AND ADVISORY AGREEMENT
THIS AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT, is made as of
June 23, 2003 (the "Agreement") by and among NEWCASTLE INVESTMENT CORP ., a
Maryland corporation (the "Company"), and FORTRESS INVESTMENT GROUP LLC, a
Delaware limited liability company (together with its permitted assignees, the
"Manager").
_____________
Newcastle
Investment Corp – payable, request that the Manager accept all or a portion of
such payment in the form of issued shares of common stock in Newcastle
Investment Corp ., which notice shall specify the amount of the payment of the
Incentive Compensation, the amount thereof which the Company intends to pay
_____________
Newcastle Investment Corp – cash, if any, and the amount thereof which the Company intends to pay in the
form of such shares of common stock of Newcastle Investment Corp . in the number
of such shares as determined by the Board of Directors. Within five (5) days
following receipt of said notice,
_____________
Newcastle Investment Corp – answerback, (iv) delivery by
registered or certified mail, postage prepaid, return receipt requested,
addressed as set forth below:
(a) If to the Company:
Newcastle Investment Corp .
c/o Fortress Investment Group LLC
1251 Avenue of the Americas
16th Floor
New York, New York 10020
Attention: Mr. Randal A.
_____________
NEWCASTLE INVESTMENT CORP – the
context requires.
25
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
COMPANY:
NEWCASTLE INVESTMENT CORP .,
a Maryland corporation
By: /s/ Randal A. Nardone
--------------------------------------
Name: Randal A. Nardone
Its: Secretary
MANAGER:
FORTRESS INVESTMENT GROUP
LLC, a Delaware limited
_____________
dt 144547
;
Newcastle
As referenced in this Management and Advisory Agreement [Amended and Restated]:
Newcastle Investment Holdings – Subsidiary to its stockholders, partners or other
equity holders. As used herein, the term "Total Equity" shall mean (i) the
equity transferred from Newcastle Investment Holdings Corp. at the inception of
the Company, plus (ii) the amount of accumulated depreciation on the real estate
assets transferred (as directly or
_____________
Newcastle Investment Holdings – book value per REIT Share of the net assets transferred
to
14
{PAGE}
the Company on or prior to July 12, 2002 by Newcastle Investment Holdings Corp.
and the prices per REIT Share at any subsequent offerings by the Company
(adjusted for any prior capital dividends or capital distributions)
_____________
dt 144490
;
| Fortress Investment Group LLC
|
Preview
Full Doc
| 2003 |
Management and Advisory Agreement [Amended and Restated]
Management and Advisory Agreement [Amended and Restated] (62K)
Doc #262156: Click preview link for longer preview.
AMENDED AND RESTATED
MANAGEMENT AND ADVISORY AGREEMENT
THIS AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT, is made
as of March 4, 2003 (the "Agreement") by and among NEWCASTLE INVESTMENT CORP., a
Maryland corporation (the "Company"), and FORTRESS INVESTMENT GROUP LLC, a
Delaware limited liability company (together with its permitted assignees, the
"Manager").
W I T N E S S E T H :
WHEREAS, the Company and the Manager entered into that certain Management
and Advisory Agreement, dated as of June 6, 2002 (the "Original Management
Agreement"); and
WHEREAS, the Company and the Manager desire to amend and restate the
Original Management Agreement in its entirety on the terms and conditions
hereinafter set forth.
NOW THEREFORE, in consideration of the mutual agreements herein set forth,
the parties hereto agree as follows:
I. The Original Management Agreement is hereby modified so that all of the
terms and conditions of the aforesaid Original Management Agreement shall be
restated in their entirety as set forth herein.
II. This Agreement shall be binding upon and inure to the benefit of the
parties hereto, and their respective successors and assigns, and shall be deemed
to be effective as of the date hereof.
III. Any reference in any other document executed in connection with the
Original Management Agreement or this Agreement to the Original Management
Agreement shall be deemed to refer to this Agreement.
NOW THEREFORE, in consideration of the mutual agreements herein set forth,
the parties hereto agree as follows:
{PAGE}
SECTION 1. DEFINITIONS. The following terms have the meanings assigned
them:
(a) "Agreement" means this Management and Advisory Agreement, as
amended from time to time.
(b) "Board of Directors" means the Board of Directors of the
Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Common Share" means a share of capital stock of the Company now
or hereafter authorized as common voting stock of the Company.
(e) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(f) "Funds from Operations" is as defined by the National
Association of Real Estate Investment Trusts and means net income (computed in
accordance with GAAP) excluding gains (or losses) from debt restructuring and
sales of property, plus depreciation and amortization on real estate assets, and
after adjustments for unconsolidated partnerships and joint ventures.
(g) "Governing Instruments" means, with regard to any entity, the
articles of incorporation and bylaws in the case of a corporation, certificate
of limited partnership (if applicable) and the partnership agreement in the case
of a general or limited partnership or the articles of formation and the
operating agreement in the case of a limited liability company.
(h) "Independent Directors" means the members of the Board of
Directors who are not officers or employees of the Manager.
(i) "Investments" means the investments of the Company.
(j) "Junior Share" means a share of capital stock of the Company now
or hereafter authorized or reclassified that has dividend rights, or rights upon
liquidation, winding up and dissolution, that are inferior or junior to the REIT
Shares.
262156
|
Newcastle
As referenced in this Management and Advisory Agreement [Amended and Restated]:
NEWCASTLE INVESTMENT CORP – AND ADVISORY AGREEMENT
THIS AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT, is made
as of March 4, 2003 (the "Agreement") by and among NEWCASTLE INVESTMENT CORP ., a
Maryland corporation (the "Company"), and FORTRESS INVESTMENT GROUP LLC, a
Delaware limited liability company (together with its permitted assignees, the
"Manager").
_____________
Newcastle
Investment Corp – payable, request that the Manager accept all or a portion of
such payment in the form of issued shares of common stock in Newcastle
Investment Corp ., which notice shall specify the amount of the payment of the
Incentive Compensation, the amount thereof which the Company intends to pay
_____________
Newcastle Investment Corp – cash, if any, and the amount thereof which the Company intends to pay in the
form of such shares of common stock of Newcastle Investment Corp . in the number
of such shares as determined by the Board of Directors. Within five (5) days
following receipt of said notice,
_____________
Newcastle Investment Corp – answerback, (iv) delivery by
registered or certified mail, postage prepaid, return receipt requested,
addressed as set forth below:
(a) If to the Company:
Newcastle Investment Corp .
c/o Fortress Investment Group LLC
1251 Avenue of the Americas
16th Floor
New York, New York 10020
Attention: Mr. Randal A.
_____________
NEWCASTLE INVESTMENT CORP – the
context requires.
24
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
COMPANY:
NEWCASTLE INVESTMENT CORP .,
a Maryland corporation
By:/s/ Randal A. Nardone
----------------------
Name: Randal A. Nardone
Its: Secretary
MANAGER:
FORTRESS INVESTMENT GROUP
LLC, a Delaware limited
_____________
dt 144568
;
|
Newcastle
As referenced in this Management and Advisory Agreement [Amended and Restated]:
Newcastle Investment Holdings – Subsidiary to its stockholders, partners or other
equity holders. As used herein, the term "Total Equity" shall mean (i) the
equity transferred from Newcastle Investment Holdings Corp. at the inception of
the Company, plus (ii) the amount of accumulated depreciation on the real
estate assets transferred (as directly or
_____________
Newcastle Investment Holdings
– of the book value per REIT Share of the net assets transferred
to the Company on or prior to July 12, 2002 by Newcastle Investment Holdings
Corp. and the prices per REIT Share at any subsequent offerings by the Company
(adjusted for any prior capital dividends or capital
_____________
dt 144503
|
Preview
Full Doc
| 2002 |
Management and Advisory Agreement
Management and Advisory Agreement (62K)
Doc #262162: Click preview link for longer preview.
MANAGEMENT AND ADVISORY AGREEMENT
THIS MANAGEMENT AND ADVISORY AGREEMENT, is made as of June 6, 2002
(the "Agreement") by and among NEWCASTLE INVESTMENT CORP., a Maryland
corporation (the "Company"), and FORTRESS INVESTMENT GROUP LLC, a Delaware
limited liability company (together with its permitted assignees, the
"Manager").
W I T N E S S E T H :
WHEREAS, the Company desires to avail itself of the experience,
sources of information, advice, assistance and certain facilities of or
available to the Manager and to have the Manager undertake the duties and
responsibilities hereinafter set forth, on behalf of the Company, as provided in
this Agreement; and
WHEREAS, the Manager is willing to undertake to render such services
on the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual agreements herein set
forth, the parties hereto agree as follows:
SECTION 1. DEFINITIONS. The following terms have the meanings assigned
them:
(a) "Agreement" means this Management and Advisory Agreement,
as amended from time to time.
(b) "Board of Directors" means the Board of Directors of the
Company.
(c) "Code" means the Internal Revenue Code of 1986, as
amended.
(d) "Common Share" means a share of capital stock of the
Company now or hereafter authorized as common voting stock of the Company.
(e) "Exchange Act" means the Securities Exchange Act of 1934,
as amended.
{PAGE}
(f) "Funds from Operations" is as defined by the National
Association of Real Estate Investment Trusts and means net income (computed in
accordance with GAAP) excluding gains (or losses) from debt restructuring and
sales of property, plus depreciation and amortization on real estate assets, and
after adjustments for unconsolidated partnerships and joint ventures.
(g) "Governing Instruments" means, with regard to any entity,
the articles of incorporation and bylaws in the case of a corporation,
certificate of limited partnership (if applicable) and the partnership agreement
in the case of a general or limited partnership or the articles of formation and
the operating agreement in the case of a limited liability company.
(h) "Independent Directors" means the members of the Board of
Directors who are not officers or employees of the Manager.
(i) "Investments" means the investments of the Company.
(j) "Junior Share" means a share of capital stock of the
Company now or hereafter authorized or reclassified that has dividend rights, or
rights upon liquidation, winding up and dissolution, that are inferior or junior
to the REIT Shares.
(k) "Preferred Share" means a share of capital stock of the
Company now or hereafter authorized or reclassified that has dividend rights, or
rights upon liquidation, winding up and dissolution, that are superior or prior
to the REIT Shares.
(l) "Prospectus" means the prospectus of the Company relating
to the Company's initial public offering of common stock.
(m) "Real Estate Securities" and "credit sensitive real
estate-related securities" have the respective meanings ascribed to such terms
in the Prospectus.
(n) "REIT Share" means a share of the Company's Common Shares,
par value $.01 per share. Where relevant in this Agreement, "REIT Shares"
includes shares of the Company's Common Shares, par value $.01 per share, issued
upon conversion of Preferred Shares or Junior Shares.
262162
|
Newcastle
As referenced in this Management and Advisory Agreement:
NEWCASTLE INVESTMENT CORP – 10.1
MANAGEMENT AND ADVISORY AGREEMENT
THIS MANAGEMENT AND ADVISORY AGREEMENT, is made as of June 6, 2002
(the "Agreement") by and among NEWCASTLE INVESTMENT CORP ., a Maryland
corporation (the "Company"), and FORTRESS INVESTMENT GROUP LLC, a Delaware
limited liability company (together with its permitted assignees, the
"Manager").
_____________
Newcastle Investment Corp – cash, if any, and the amount thereof which the Company intends to pay in the
form of such shares of common stock of Newcastle Investment Corp . in the number
of such shares as determined by the Board of Directors. Within five (5) days
following receipt of said notice,
_____________
Newcastle Investment Corp – answerback, (iv) delivery by
registered or certified mail, postage prepaid, return receipt requested,
addressed as set forth below:
(a) If to the Company:
Newcastle Investment Corp .
c/o Fortress Investment Group LLC
1251 Avenue of the Americas
16th Floor
New York, New York 10020
Attention: Mr. Randal A.
_____________
NEWCASTLE INVESTMENT CORP – the
context requires.
24
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
COMPANY:
NEWCASTLE INVESTMENT CORP .,
a Maryland corporation
By: /s/ Randal A. Nardone
--------------------------------
Name: Randal A. Nardone
Its: Secretary
MANAGER:
FORTRESS INVESTMENT GROUP
LLC, a Delaware limited
_____________
dt 144574
;
|
Newcastle
As referenced in this Management and Advisory Agreement:
Newcastle Investment Holdings – Subsidiary to its stockholders,
partners or other equity holders. As used herein, the term "Total Equity" shall
mean (i) the equity transferred from Newcastle Investment Holdings Corp. at the
inception of the Company, plus (ii) the amount of accumulated depreciation on
the real estate assets transferred (as directly or
_____________
Newcastle Investment
Holdings – of the book value per REIT Share of the net assets
transferred to the Company on or prior to July 12, 2002 by Newcastle Investment
Holdings Corp. and the prices per REIT Share at any subsequent offerings by the
Company (adjusted for any prior capital dividends or capital distributions)
_____________
dt 144506
|
Preview
Full Doc
| 2002 |
Management and Advisory Agreement
Management and Advisory Agreement (62K)
Doc #262172: Click preview link for longer preview.
MANAGEMENT AND ADVISORY AGREEMENT
THIS MANAGEMENT AND ADVISORY AGREEMENT, is made as of _______ __, 2002
(the "Agreement") by and among NEWCASTLE INVESTMENT CORP., a Maryland
corporation (the "Company"), and FORTRESS INVESTMENT GROUP LLC, a Delaware
limited liability company (together with its permitted assignees, the
"Manager").
W I T N E S S E T H :
WHEREAS, the Company desires to avail itself of the experience,
sources of information, advice, assistance and certain facilities of or
available to the Manager and to have the Manager undertake the duties and
responsibilities hereinafter set forth, on behalf of the Company, as provided in
this Agreement; and
WHEREAS, the Manager is willing to undertake to render such services
on the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual agreements herein set
forth, the parties hereto agree as follows:
SECTION 1. DEFINITIONS. The following terms have the meanings assigned
them:
(a) "Agreement" means this Management and Advisory Agreement,
as amended from time to time.
(b) "Board of Directors" means the Board of Directors of the
Company.
(c) "Code" means the Internal Revenue Code of 1986, as
amended.
(d) "Common Share" means a share of capital stock of the
Company now or hereafter authorized as common voting stock of the Company.
(e) "Exchange Act" means the Securities Exchange Act of 1934,
as amended.
{PAGE}
(f) "Funds from Operations" is as defined by the National
Association of Real Estate Investment Trusts and means net income (computed in
accordance with GAAP) excluding gains (or losses) from debt restructuring and
sales of property, plus depreciation and amortization on real estate assets, and
after adjustments for unconsolidated partnerships and joint ventures.
(g) "Governing Instruments" means, with regard to any entity,
the articles of incorporation and bylaws in the case of a corporation,
certificate of limited partnership (if applicable) and the partnership agreement
in the case of a general or limited partnership or the articles of formation and
the operating agreement in the case of a limited liability company.
(h) "Independent Directors" means the members of the Board of
Directors who are not officers or employees of the Manager.
(i) "Investments" means the investments of the Company.
(j) "Junior Share" means a share of capital stock of the
Company now or hereafter authorized or reclassified that has dividend rights, or
rights upon liquidation, winding up and dissolution, that are inferior or junior
to the REIT Shares.
(k) "Preferred Share" means a share of capital stock of the
Company now or hereafter authorized or reclassified that has dividend rights, or
rights upon liquidation, winding up and dissolution, that are superior or prior
to the REIT Shares.
(l) "Prospectus" means the prospectus of the Company relating
to the Company's initial public offering of common stock.
(m) "Real Estate Securities" and "credit sensitive real
estate-related securities" have the respective meanings ascribed to such terms
in the Prospectus.
(n) "REIT Share" means a share of the Company's Common Shares,
par value $.01 per share. Where relevant in this Agreement, "REIT Shares"
includes shares of the Company's Common Shares, par value $.01 per share, issued
upon conversion of Preferred Shares or Junior Shares.
262172
|
Newcastle
As referenced in this Management and Advisory Agreement:
NEWCASTLE INVESTMENT CORP – 10.1
MANAGEMENT AND ADVISORY AGREEMENT
THIS MANAGEMENT AND ADVISORY AGREEMENT, is made as of _______ __, 2002
(the "Agreement") by and among NEWCASTLE INVESTMENT CORP ., a Maryland
corporation (the "Company"), and FORTRESS INVESTMENT GROUP LLC, a Delaware
limited liability company (together with its permitted assignees, the
"Manager").
_____________
Newcastle Investment Corp – cash, if any, and the amount thereof which the Company intends to pay in the
form of such shares of common stock of Newcastle Investment Corp . in the number
of such shares as determined by the Board of Directors. Within five (5) days
following receipt of said notice,
_____________
Newcastle Investment Corp – answerback, (iv) delivery by
registered or certified mail, postage prepaid, return receipt requested,
addressed as set forth below:
(a) If to the Company:
Newcastle Investment Corp .
c/o Fortress Investment Group LLC
1251 Avenue of the Americas
16th Floor
New York, New York 10020
Attention: Mr. Randal A.
_____________
NEWCASTLE INVESTMENT CORP – the
context requires.
24
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
COMPANY:
NEWCASTLE INVESTMENT CORP .,
a Maryland corporation
By:_________________________________________
Name: Randal A. Nardone
Its: Secretary
MANAGER:
FORTRESS INVESTMENT GROUP
LLC, a Delaware limited liability company
By:
_____________
dt 144584
;
|
Newcastle
As referenced in this Management and Advisory Agreement:
Newcastle Investment Holdings – Subsidiary to its stockholders,
partners or other equity holders. As used herein, the term "Total Equity" shall
mean (i) the equity transferred from Newcastle Investment Holdings Corp. at the
inception of the Company, plus (ii) the amount of accumulated depreciation on
the real estate assets transferred (as directly or
_____________
Newcastle Investment
Holdings – of the book value per REIT Share of the net assets
transferred to the Company on or prior to July 12, 2002 by Newcastle Investment
Holdings Corp. and the prices per REIT Share at any subsequent offerings by the
Company (adjusted for any prior capital dividends or capital distributions)
_____________
dt 144513
|
Preview
Full Doc
| 2002 |
Management and Advisory Agreement [Amended and Restated]
Management and Advisory Agreement [Amended and Restated] (62K)
Doc #262205: Click preview link for longer preview.
AMENDED AND RESTATED
MANAGEMENT AND ADVISORY AGREEMENT
THIS AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT, is made as
of January __, 2002 (the "Agreement") by and among NEWCASTLE INVESTMENT CORP., a
Maryland corporation formerly known as Fortress Investment Corp. (the
"Company"), FORTRESS PARTNERS, L.P., a Delaware limited partnership ("Fortress
Partners") and FORTRESS INVESTMENT GROUP LLC, a Delaware limited liability
company (together with its permitted assignees, the "Manager").
W I T N E S S E T H :
WHEREAS, the Company, Fortress Partners, and the Manager
entered into that certain Management and Advisory Agreement, dated as of June
10, 1998, and that certain First Amendment to Management and Advisory Agreement,
dated as of November 23, 1999 (collectively, the "Original Management
Agreement"); and
WHEREAS, the Company, Fortress Partners and the Manager desire
to amend and restate the Original Management Agreement in its entirety on the
terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual agreements
herein set forth, the parties hereto agree as follows:
I. The Original Management Agreement is hereby modified so
that all of the terms and conditions of the aforesaid Original Management
Agreement shall be restated in their entirety as set forth herein.
II. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, and their respective successors and assigns, and
shall be deemed to be effective as of the date hereof.
III. Any reference in any other document executed in
connection with the Original Management Agreement or this Agreement to the
Original Management Agreement shall be deemed to refer to this Agreement.
{PAGE}
SECTION 1. DEFINITIONS. The following terms have the meanings assigned
them:
(1) "Agreement" means this Management and Advisory Agreement,
as amended from time to time.
(2) "Board of Directors" means the Board of Directors of the
Company.
(3) "Code" means the Internal Revenue Code of 1986, as
amended.
(4) "Exchange Act" means the Securities Exchange Act of 1934,
as amended.
(5) "Fund" means Fortress Investment Fund LLC, a real estate
private equity fund sponsored by the Company and formed as a Delaware limited
liability company in November 1999.
(6) "Governing Instruments" means, with regard to any entity,
the articles of incorporation and bylaws in the case of a corporation,
certificate of limited partnership (if applicable) and the partnership agreement
in the case of a general or limited partnership or the articles of formation and
the operating agreement in the case of a limited liability company.
(7) "Independent Directors" means the members of the Board of
Directors who are not officers or employees of the Manager.
(8) "Investments" means the investments of the Company.
(9) "Partnership Agreement" means the Agreement of Limited
Partnership of the Fortress Partners, dated as of June 10, 1998, as amended from
time to time.
(10) "Prospectus" means the prospectus of the Company relating
to the Company's initial public offering of common stock.
(11) "real estate securities" and "credit sensitive real
estate-related securities" have the respective meanings ascribed to such terms
in the Prospectus.
2
{PAGE}
(12) "Special Limited Partner" has the meaning ascribed
thereto in the Partnership Agreement.
(13) "Subsidiary" means any subsidiary of the Company and any
partnership, the general partner of which is the Company or any subsidiary of
the Company and any limited liability company, the managing member of which is
the Company or any subsidiary of the Company.
SECTION 2. APPOINTMENT AND DUTIES OF THE MANAGER.
(14) The Company hereby appoints the Manager to manage the
assets of the Company subject to the further terms and conditions set forth in
this Agreement and the Manager hereby agrees to use its commercially reasonable
efforts to perform each of the duties set forth herein. The appointment of the
Manager shall be exclusive to the Manager except to the extent that the Manager
otherwise agrees, in its sole and absolute discretion, and except to the extent
that the Manager elects, pursuant to the terms of this Agreement, to cause the
duties of the Manager hereunder to be provided by third parties.
(15) The Manager, in its capacity as manager of the assets and
the day-to-day operations of the Company, at all times will be subject to the
supervision of the Company's Board of Directors and will have only such
functions and authority as the Company may delegate to it including, without
limitation, the functions and authority identified herein and delegated to the
Manager hereby. The Manager will be responsible for the day-to-day operations of
the Company and will perform (or cause to be performed) such services and
activities relating to the assets and operations of the Company as may be
appropriate, including, without limitation:
(1) serving as the Company's consultant with respect
to the periodic review of the investment criteria and parameters for
Investments, borrowings and operations, any modifications to which
shall be approved by a majority of the independent members of the Board
of Directors (such policy guidelines as are in effect on the date
hereof, as the same may be modified with such approval, the
"Guidelines") and other policies for approval by the Board of
Directors;
(2) investigation, analysis and selection of
investment opportunities;
3
{PAGE}
(3) with respect to prospective investments by the
Company and dispositions of Investments, conducting negotiations with
real estate brokers, sellers and purchasers and their respective agents
and representatives, investment bankers and owners of privately and
publicly held real estate companies;
(4) engaging and supervising, on behalf of the
Company and at the Company's expense, independent contractors which
provide real estate brokerage, investment banking and leasing services,
mortgage brokerage, securities brokerage and other financial services
and such other services as may be required relating to the Investments;
(5) negotiating on behalf of the Company for the
sale, exchange or other disposition of any Investments;
(6) coordinating and managing operations of any joint
venture or co-investment interests held by the Company and conducting
all matters with the joint venture or co-investment partners;
(7) coordinating and supervising, on behalf of the
Company and at the Company's expense, all property managers, leasing
agents and developers for the administration, leasing, management
and/or development of any of the Investments;
(8) providing executive and administrative personnel,
office space and office services required in rendering services to the
Company;
(9) administering the day-to-day operations of the
Company and performing and supervising the performance of such other
administrative functions necessary in the management of the Company as
may be agreed upon by the Manager and the Board of Directors,
including, without limitation, the collection of revenues and the
262205
|
Newcastle
As referenced in this Management and Advisory Agreement [Amended and Restated]:
NEWCASTLE INVESTMENT CORP – AND ADVISORY AGREEMENT
THIS AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT, is made as
of January __, 2002 (the "Agreement") by and among NEWCASTLE INVESTMENT CORP ., a
Maryland corporation formerly known as Fortress Investment Corp. (the
"Company"), FORTRESS PARTNERS, L.P., a Delaware limited partnership ("Fortress
Partners") and
_____________
Newcastle Investment Corp – that the Special
Limited Partner accept all or a portion of such payment in the form of issued
shares of common stock in Newcastle Investment Corp ., which notice shall specify
the amount of the payment of the Preferred Incentive Return, the amount thereof
which the Company intends to
_____________
Newcastle Investment Corp – cash, if any, and the amount thereof which
the Company intends to pay in the form of such shares of common stock of
Newcastle Investment Corp . in the number of such shares as determined by the
Board of Directors. Within five (5) days following receipt of said notice,
_____________
Newcastle Investment Corp – answerback, (iv) delivery by
registered or certified mail, postage prepaid, return receipt requested,
addressed as set forth below:
(a) If to the Company:
Newcastle Investment Corp .
c/o Fortress Investment Group LLC
1301 Avenue of the Americas
42nd Floor
New York, New York 10019
Attention: Mr. Randal A.
_____________
NEWCASTLE INVESTMENT CORP – the context requires.
24
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
COMPANY:
NEWCASTLE INVESTMENT CORP ., a Maryland
corporation, formerly known as
Fortress Investment Corp.
By:_____________________________
Name: Randal A. Nardone
Its: Secretary
FORTRESS PARTNERS:
FORTRESS PARTNERS, L.
_____________
dt 144615
;
Fortress Investment Corp.;
| Fortress Partners, L.P.;
Fortress Investment Group LLC
|
Preview
Full Doc
| 2003 |
Appendix to SPG Plaintiffs' and Randall J. Smith's Motion for a Preliminary Injunction
Appendix to SPG Plaintiffs' and Randall J. Smith's Motion for a Preliminary Injunction (803K)
Doc #256919: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.(A)(5)(AA)
{SEQUENCE}6
{FILENAME}a2104795zex-99_a5aa.txt
{DESCRIPTION}EXHIBIT 99(A)(5)(AA)
{TEXT}
{Page}
EXHIBIT (a)(5)(AA)
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MICHIGAN
---------------------------------------x
SIMON PROPERTY GROUP, INC., :
SIMON PROPERTY ACQUISITIONS, INC.,
AND RANDALL J. SMITH, :
Plaintiffs, :
CIVIL ACTION NO. 02-74799
- against - :
The Honorable Victoria A. Roberts
TAUBMAN CENTERS, INC., A. ALFRED :
TAUBMAN, ROBERT S. TAUBMAN, LISA Magistrate Judge Virginia M. Morgan
A. PAYNE, GRAHAM T. ALLISON, PETER :
KARMANOS, JR., WILLIAM S. TAUBMAN,
ALLAN J. BLOOSTEIN, JEROME A. :
CHAZEN, AND S. PARKER GILBERT,
:
Defendants.
:
---------------------------------------x
APPENDIX TO SPG PLAINTIFFS' AND RANDALL J. SMITH'S
MOTION FOR A PRELIMINARY INJUNCTION
VOLUME IV
A1273 - A1550
{Page}
INDEX TO APPENDIX
TO SPG PLAINTIFFS' AND RANDALL J. SMITH'S
MOTION FOR A PRELIMINARY INJUNCTION
VOLUME I: PUBLIC DOCUMENTS
{Table}
{Caption}
Page
{S} {C}
SPG Offer to Purchase for Cash, dated Dec. 5, 2002..............................................Al
SPG and Westfield Supplement to the Offer to Purchase, dated Jan. 15, 2003.....................A56
TCI Schedule 14D-9/A Amendment No. 3, dated Dec. 20, 2002......................................A95
TCI Common Stock Prospectus, dated Nov. 20, 1992 (Defendants' Exhibit 7)......................A158
TCI Articles of Incorporation, dated Aug. 9, 2000 ............................................A348
TCI Second Amendment and Restatement of Agreement of
Limited Partnership, dated Sept. 30, 1998 ..............................................A383
TCI Form 8-K, dated Aug. 18, 1998 (Payne Exhibit 1)...........................................A448
TCI Form 8-K, dated Sept. 30, 1998 (Payne Exhibit 2)..........................................A468
TCI Schedule 14D-9, dated December 11, 2002 (Gilbert Exhibit 10)..............................A486
Press Release, Taubman Centers, Inc., dated Jan. 21, 2003.....................................A512
TCI Schedule 13D/A, dated Nov. 14, 2002.......................................................A516
Press Release, Taubman Centers, Inc., dated Dec. 17, 2002 ....................................A570
TCI Schedule 13D/A, dated Jan. 28, 2003.......................................................A573
{/Table}
{Page}
VOLUME II: DEPOSITION EXHIBITS/DOCUMENTS
{Table}
{Caption}
Page
{S} {C}
NOVA Restructuring and Recapitalization Plan Goldman Sachs as Advisor
to the NOVA Family (Rosenberg Exhibit 7)................................................A600
Project NOVA Goldman Sachs Value Added (Rosenberg Exhibit 8)..................................A602
Memorandum to IBD Innovation Award Committee, dated Nov. 18, 1998
(Rosenberg Exhibit 10) ...................................................................A608
Goldman Sachs Handwritten Notes (Bloostein Exhibit 3) ........................................A610
Separation and Relative Value Adjustment Agreement, dated Aug. 17, 1998.......................A775
REIT Flowchart (Bloostein Exhibit 2)..........................................................A845
Morgan Stanley Handwritten Notes (Niehaus Exhibit 3) .........................................A846
Letter from Morgan Stanley to the Taubman Partnership Committee and Board of
Directors, dated Aug. 17, 1998 (Niehaus Exhibit 8) ......................................A847
Minutes of Meeting of the Partnership Committee of TCI, dated June 24, 1998
(Gilbert Exhibit 3) ......................................................................A850
Project NOVA, Preliminary Transaction Term Sheet Unit Redemption Transaction,
revised June 29, 1998 ....................................................................A854
1998 Draft Press Releases (Taubman Exhibit 12) ...............................................A861
TCI Ownership Structure, May 2001 Proxy (Rosenberg Exhibit 5) ................................A912
Letter from Goldman Sachs to R. Taubman, dated Oct. 25, 2002 (R. Taubman Exhibit 9) ..........A914
Minutes of a Special Meeting of the Board of Directors of TCI,
dated Oct. 28, 2002 (Rosenberg Exhibit 1) ................................................A923
Voting Agreements, dated Nov. 14, 2002 (R. Taubman Exhibit 13) ...............................A928
Letter from D. Simon to R. Taubman, dated Oct. 22, 2002 (Bloostein Exhibit 4) ................A935
{/Table}
{Page}
VOLUME III: DEPOSITION TESTIMONY/CASES & AUTHORITIES
{Table}
{Caption}
Page
{S} {C}
Excerpts from the Deposition Transcript of Allan J. Bloostein, taken Jan. 14, 2003 ...........A938
Excerpts from the Deposition Transcript of Simon Parker Gilbert, taken Jan. 9, 2003 ..........A984
Excerpts from the Deposition Transcript of G. William Miller, taken Jan. 22, 2003............A1030
Excerpts from the Deposition Transcript of Lisa Payne, taken Jan. 17, 2003 ..................A1037
256919
|
Newcastle
As referenced in this Appendix to SPG Plaintiffs' and Randall J. Smith's Motion for a Preliminary Injunction:
Newcastle Investment Corp – 8.72.
New Highs and Lows
Two REITs/REOCs (nonREIT real estate operating company) set new highs, on
Friday: Brookfield Homes (BHS) and Newcastle Investment Corp . (NCT).
One REIT/REOC preferred (tickers vary depending on quote service) set a new
high, on February 14: Mills Corp. 9.0%
_____________
dt 134729
;
CTS
As referenced in this Appendix to SPG Plaintiffs' and Randall J. Smith's Motion for a Preliminary Injunction:
CTS CORP – s authority to enact the corporate governance rules established by
the Control Share Acquisitions Chapter was affirmed by The the United States
Sureme Court in the land mark case of CTS CORP U DYNAMICS CORP. OF AMERICA,
481 U.S. (69) 95 L. Ed 2d 67 (1987). In CTS both the Federal District Court
SEE 637 F.Supp.389 (N.D. Ill.
_____________
CTS CORP. – 1-42-2) that, when added to the acquiring person's pre-acquisition holdings,
put the person over one of the three specified thresholds of voting power. The
facts in CTS CORP. V. DYNAMICS CORP. OF AMERICA, 481 U.S. (69), 95 L. Ed. 2d 67
(1987), are illustrative. The acquiring person in CTS owned approximately 9.6%
of the issuing
_____________
CTS Corp. – Williams Act, 15 U.S.C. Sections 78m(d)-(e), 78n(d)M, nor in violation of the
commerce clause of the federal Constitution, Art. I, Section 8, cl. 3. CTS Corp.
v. Dynamics Corp. of Am., 481 U.S. 69, 107 S. Ct. 1637, 95 L. Ed. 2d 67 (1987).
COLLATERAL REFERENCES. "Golden parachute" defense to hostile corporate
takeover. 66
_____________
CTS Corp. – Virginia Bankshares, Inc., 891 F.2d 1112, 1122 (4th Cir.1989), cert. accepted on
other grounds, 58 U.S.L.W. 3677 (April 23, 1990); Dynamics Corp. of America v.
CTS Corp. , 805 F.2d 705, 710-11, 716 (7th Cir.1986); Berkman v. Rust Craft
Greeting Cards, Inc., 454 F.Supp. 787, 791-92 (S.D.N.Y.1978); accord
_____________
dt 1463698
;
|
Jack in the Box
As referenced in this Appendix to SPG Plaintiffs' and Randall J. Smith's Motion for a Preliminary Injunction:
JACK IN THE BOX, INC. – in
determining when an initial pleading triggers removal. Id. Some courts hold
that Chapman requires a specific dollar allegation to begin the 30-day
removal period, e.g., BELL V. JACK IN THE BOX, INC. , 2000 US. DIST. LEXIS
1595, 2000 WL 140769 (N.D. Tex. Feb. 7, 2000), but other courts doubt that
Chapman was meant to be read so narrowly, e.g.,
_____________
dt 1506083
;
More... |
Preview
Full Doc
| 2003 |
Appendix to SPG Plaintiffs' and Randall J. Smith's Motion for a Preliminary Injunction
Appendix to SPG Plaintiffs' and Randall J. Smith's Motion for a Preliminary Injunction (803K)
Doc #256924: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.A5AA
{SEQUENCE}6
{FILENAME}a2104711zex-99_a5aa.txt
{DESCRIPTION}EXHIBIT 99(A)(5)(AA)
{TEXT}
{Page}
EXHIBIT (a)(5)(AA)
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MICHIGAN
---------------------------------------x
SIMON PROPERTY GROUP, INC., :
SIMON PROPERTY ACQUISITIONS, INC.,
AND RANDALL J. SMITH, :
Plaintiffs, :
CIVIL ACTION NO. 02-74799
- against - :
The Honorable Victoria A. Roberts
TAUBMAN CENTERS, INC., A. ALFRED :
TAUBMAN, ROBERT S. TAUBMAN, LISA Magistrate Judge Virginia M. Morgan
A. PAYNE, GRAHAM T. ALLISON, PETER :
KARMANOS, JR., WILLIAM S. TAUBMAN,
ALLAN J. BLOOSTEIN, JEROME A. :
CHAZEN, AND S. PARKER GILBERT,
:
Defendants.
:
---------------------------------------x
APPENDIX TO SPG PLAINTIFFS' AND RANDALL J. SMITH'S
MOTION FOR A PRELIMINARY INJUNCTION
VOLUME IV
A1273 - A1550
{Page}
INDEX TO APPENDIX
TO SPG PLAINTIFFS' AND RANDALL J. SMITH'S
MOTION FOR A PRELIMINARY INJUNCTION
VOLUME I: PUBLIC DOCUMENTS
{Table}
{Caption}
Page
{S} {C}
SPG Offer to Purchase for Cash, dated Dec. 5, 2002..............................................Al
SPG and Westfield Supplement to the Offer to Purchase, dated Jan. 15, 2003.....................A56
TCI Schedule 14D-9/A Amendment No. 3, dated Dec. 20, 2002......................................A95
TCI Common Stock Prospectus, dated Nov. 20, 1992 (Defendants' Exhibit 7)......................A158
TCI Articles of Incorporation, dated Aug. 9, 2000 ............................................A348
TCI Second Amendment and Restatement of Agreement of
Limited Partnership, dated Sept. 30, 1998 ..............................................A383
TCI Form 8-K, dated Aug. 18, 1998 (Payne Exhibit 1)...........................................A448
TCI Form 8-K, dated Sept. 30, 1998 (Payne Exhibit 2)..........................................A468
TCI Schedule 14D-9, dated December 11, 2002 (Gilbert Exhibit 10)..............................A486
Press Release, Taubman Centers, Inc., dated Jan. 21, 2003.....................................A512
TCI Schedule 13D/A, dated Nov. 14, 2002.......................................................A516
Press Release, Taubman Centers, Inc., dated Dec. 17, 2002 ....................................A570
TCI Schedule 13D/A, dated Jan. 28, 2003.......................................................A573
{/Table}
{Page}
VOLUME II: DEPOSITION EXHIBITS/DOCUMENTS
{Table}
{Caption}
Page
{S} {C}
NOVA Restructuring and Recapitalization Plan Goldman Sachs as Advisor
to the NOVA Family (Rosenberg Exhibit 7)................................................A600
Project NOVA Goldman Sachs Value Added (Rosenberg Exhibit 8)..................................A602
Memorandum to IBD Innovation Award Committee, dated Nov. 18, 1998
(Rosenberg Exhibit 10) ...................................................................A608
Goldman Sachs Handwritten Notes (Bloostein Exhibit 3) ........................................A610
Separation and Relative Value Adjustment Agreement, dated Aug. 17, 1998.......................A775
REIT Flowchart (Bloostein Exhibit 2)..........................................................A845
Morgan Stanley Handwritten Notes (Niehaus Exhibit 3) .........................................A846
Letter from Morgan Stanley to the Taubman Partnership Committee and Board of
Directors, dated Aug. 17, 1998 (Niehaus Exhibit 8) ......................................A847
Minutes of Meeting of the Partnership Committee of TCI, dated June 24, 1998
(Gilbert Exhibit 3) ......................................................................A850
Project NOVA, Preliminary Transaction Term Sheet Unit Redemption Transaction,
revised June 29, 1998 ....................................................................A854
1998 Draft Press Releases (Taubman Exhibit 12) ...............................................A861
TCI Ownership Structure, May 2001 Proxy (Rosenberg Exhibit 5) ................................A912
Letter from Goldman Sachs to R. Taubman, dated Oct. 25, 2002 (R. Taubman Exhibit 9) ..........A914
Minutes of a Special Meeting of the Board of Directors of TCI,
dated Oct. 28, 2002 (Rosenberg Exhibit 1) ................................................A923
Voting Agreements, dated Nov. 14, 2002 (R. Taubman Exhibit 13) ...............................A928
Letter from D. Simon to R. Taubman, dated Oct. 22, 2002 (Bloostein Exhibit 4) ................A935
{/Table}
{Page}
VOLUME III: DEPOSITION TESTIMONY/CASES & AUTHORITIES
{Table}
{Caption}
Page
{S} {C}
Excerpts from the Deposition Transcript of Allan J. Bloostein, taken Jan. 14, 2003 ...........A938
Excerpts from the Deposition Transcript of Simon Parker Gilbert, taken Jan. 9, 2003 ..........A984
Excerpts from the Deposition Transcript of G. William Miller, taken Jan. 22, 2003............A1030
Excerpts from the Deposition Transcript of Lisa Payne, taken Jan. 17, 2003 ..................A1037
256924
|
Newcastle
As referenced in this Appendix to SPG Plaintiffs' and Randall J. Smith's Motion for a Preliminary Injunction:
Newcastle Investment Corp – 8.72.
New Highs and Lows
Two REITs/REOCs (nonREIT real estate operating company) set new highs, on
Friday: Brookfield Homes (BHS) and Newcastle Investment Corp . (NCT).
One REIT/REOC preferred (tickers vary depending on quote service) set a new
high, on February 14: Mills Corp. 9.0%
_____________
dt 134730
;
CTS
As referenced in this Appendix to SPG Plaintiffs' and Randall J. Smith's Motion for a Preliminary Injunction:
CTS CORP – s authority to enact the corporate governance rules established by
the Control Share Acquisitions Chapter was affirmed by The the United States
Sureme Court in the land mark case of CTS CORP U DYNAMICS CORP. OF AMERICA,
481 U.S. (69) 95 L. Ed 2d 67 (1987). In CTS both the Federal District Court
SEE 637 F.Supp.389 (N.D. Ill.
_____________
CTS CORP. – 1-42-2) that, when added to the acquiring person's pre-acquisition holdings,
put the person over one of the three specified thresholds of voting power. The
facts in CTS CORP. V. DYNAMICS CORP. OF AMERICA, 481 U.S. (69), 95 L. Ed. 2d 67
(1987), are illustrative. The acquiring person in CTS owned approximately 9.6%
of the issuing
_____________
CTS Corp. – Williams Act, 15 U.S.C. Sections 78m(d)-(e), 78n(d)M, nor in violation of the
commerce clause of the federal Constitution, Art. I, Section 8, cl. 3. CTS Corp.
v. Dynamics Corp. of Am., 481 U.S. 69, 107 S. Ct. 1637, 95 L. Ed. 2d 67 (1987).
COLLATERAL REFERENCES. "Golden parachute" defense to hostile corporate
takeover. 66
_____________
CTS Corp. – Virginia Bankshares, Inc., 891 F.2d 1112, 1122 (4th Cir.1989), cert. accepted on
other grounds, 58 U.S.L.W. 3677 (April 23, 1990); Dynamics Corp. of America v.
CTS Corp. , 805 F.2d 705, 710-11, 716 (7th Cir.1986); Berkman v. Rust Craft
Greeting Cards, Inc., 454 F.Supp. 787, 791-92 (S.D.N.Y.1978); accord
_____________
dt 1463699
;
|
Jack in the Box
As referenced in this Appendix to SPG Plaintiffs' and Randall J. Smith's Motion for a Preliminary Injunction:
JACK IN THE BOX, INC. – in
determining when an initial pleading triggers removal. Id. Some courts hold
that Chapman requires a specific dollar allegation to begin the 30-day
removal period, e.g., BELL V. JACK IN THE BOX, INC. , 2000 US. DIST. LEXIS
1595, 2000 WL 140769 (N.D. Tex. Feb. 7, 2000), but other courts doubt that
Chapman was meant to be read so narrowly, e.g.,
_____________
dt 1506084
;
More... |
Preview
Full Doc
| 2003 |
Appendix to SPG Plaintiffs' and Randall J. Smith's Motion for a Preliminary Injunction
Appendix to SPG Plaintiffs' and Randall J. Smith's Motion for a Preliminary Injunction (803K)
Doc #258133: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.(A)(5)(AA)
{SEQUENCE}6
{FILENAME}a2104795zex-99_a5aa.txt
{DESCRIPTION}EXHIBIT 99(A)(5)(AA)
{TEXT}
{Page}
EXHIBIT (a)(5)(AA)
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MICHIGAN
---------------------------------------x
SIMON PROPERTY GROUP, INC., :
SIMON PROPERTY ACQUISITIONS, INC.,
AND RANDALL J. SMITH, :
Plaintiffs, :
CIVIL ACTION NO. 02-74799
- against - :
The Honorable Victoria A. Roberts
TAUBMAN CENTERS, INC., A. ALFRED :
TAUBMAN, ROBERT S. TAUBMAN, LISA Magistrate Judge Virginia M. Morgan
A. PAYNE, GRAHAM T. ALLISON, PETER :
KARMANOS, JR., WILLIAM S. TAUBMAN,
ALLAN J. BLOOSTEIN, JEROME A. :
CHAZEN, AND S. PARKER GILBERT,
:
Defendants.
:
---------------------------------------x
APPENDIX TO SPG PLAINTIFFS' AND RANDALL J. SMITH'S
MOTION FOR A PRELIMINARY INJUNCTION
VOLUME IV
A1273 - A1550
{Page}
INDEX TO APPENDIX
TO SPG PLAINTIFFS' AND RANDALL J. SMITH'S
MOTION FOR A PRELIMINARY INJUNCTION
VOLUME I: PUBLIC DOCUMENTS
{Table}
{Caption}
Page
{S} {C}
SPG Offer to Purchase for Cash, dated Dec. 5, 2002..............................................Al
SPG and Westfield Supplement to the Offer to Purchase, dated Jan. 15, 2003.....................A56
TCI Schedule 14D-9/A Amendment No. 3, dated Dec. 20, 2002......................................A95
TCI Common Stock Prospectus, dated Nov. 20, 1992 (Defendants' Exhibit 7)......................A158
TCI Articles of Incorporation, dated Aug. 9, 2000 ............................................A348
TCI Second Amendment and Restatement of Agreement of
Limited Partnership, dated Sept. 30, 1998 ..............................................A383
TCI Form 8-K, dated Aug. 18, 1998 (Payne Exhibit 1)...........................................A448
TCI Form 8-K, dated Sept. 30, 1998 (Payne Exhibit 2)..........................................A468
TCI Schedule 14D-9, dated December 11, 2002 (Gilbert Exhibit 10)..............................A486
Press Release, Taubman Centers, Inc., dated Jan. 21, 2003.....................................A512
TCI Schedule 13D/A, dated Nov. 14, 2002.......................................................A516
Press Release, Taubman Centers, Inc., dated Dec. 17, 2002 ....................................A570
TCI Schedule 13D/A, dated Jan. 28, 2003.......................................................A573
{/Table}
{Page}
VOLUME II: DEPOSITION EXHIBITS/DOCUMENTS
{Table}
{Caption}
Page
{S} {C}
NOVA Restructuring and Recapitalization Plan Goldman Sachs as Advisor
to the NOVA Family (Rosenberg Exhibit 7)................................................A600
Project NOVA Goldman Sachs Value Added (Rosenberg Exhibit 8)..................................A602
Memorandum to IBD Innovation Award Committee, dated Nov. 18, 1998
(Rosenberg Exhibit 10) ...................................................................A608
Goldman Sachs Handwritten Notes (Bloostein Exhibit 3) ........................................A610
Separation and Relative Value Adjustment Agreement, dated Aug. 17, 1998.......................A775
REIT Flowchart (Bloostein Exhibit 2)..........................................................A845
Morgan Stanley Handwritten Notes (Niehaus Exhibit 3) .........................................A846
Letter from Morgan Stanley to the Taubman Partnership Committee and Board of
Directors, dated Aug. 17, 1998 (Niehaus Exhibit 8) ......................................A847
Minutes of Meeting of the Partnership Committee of TCI, dated June 24, 1998
(Gilbert Exhibit 3) ......................................................................A850
Project NOVA, Preliminary Transaction Term Sheet Unit Redemption Transaction,
revised June 29, 1998 ....................................................................A854
1998 Draft Press Releases (Taubman Exhibit 12) ...............................................A861
TCI Ownership Structure, May 2001 Proxy (Rosenberg Exhibit 5) ................................A912
Letter from Goldman Sachs to R. Taubman, dated Oct. 25, 2002 (R. Taubman Exhibit 9) ..........A914
Minutes of a Special Meeting of the Board of Directors of TCI,
dated Oct. 28, 2002 (Rosenberg Exhibit 1) ................................................A923
Voting Agreements, dated Nov. 14, 2002 (R. Taubman Exhibit 13) ...............................A928
Letter from D. Simon to R. Taubman, dated Oct. 22, 2002 (Bloostein Exhibit 4) ................A935
{/Table}
{Page}
VOLUME III: DEPOSITION TESTIMONY/CASES & AUTHORITIES
{Table}
{Caption}
Page
{S} {C}
Excerpts from the Deposition Transcript of Allan J. Bloostein, taken Jan. 14, 2003 ...........A938
Excerpts from the Deposition Transcript of Simon Parker Gilbert, taken Jan. 9, 2003 ..........A984
Excerpts from the Deposition Transcript of G. William Miller, taken Jan. 22, 2003............A1030
Excerpts from the Deposition Transcript of Lisa Payne, taken Jan. 17, 2003 ..................A1037
258133
|
Newcastle
As referenced in this Appendix to SPG Plaintiffs' and Randall J. Smith's Motion for a Preliminary Injunction:
Newcastle Investment Corp – 8.72.
New Highs and Lows
Two REITs/REOCs (nonREIT real estate operating company) set new highs, on
Friday: Brookfield Homes (BHS) and Newcastle Investment Corp . (NCT).
One REIT/REOC preferred (tickers vary depending on quote service) set a new
high, on February 14: Mills Corp. 9.0%
_____________
dt 134731
;
CTS
As referenced in this Appendix to SPG Plaintiffs' and Randall J. Smith's Motion for a Preliminary Injunction:
CTS CORP – s authority to enact the corporate governance rules established by
the Control Share Acquisitions Chapter was affirmed by The the United States
Sureme Court in the land mark case of CTS CORP U DYNAMICS CORP. OF AMERICA,
481 U.S. (69) 95 L. Ed 2d 67 (1987). In CTS both the Federal District Court
SEE 637 F.Supp.389 (N.D. Ill.
_____________
CTS CORP. – 1-42-2) that, when added to the acquiring person's pre-acquisition holdings,
put the person over one of the three specified thresholds of voting power. The
facts in CTS CORP. V. DYNAMICS CORP. OF AMERICA, 481 U.S. (69), 95 L. Ed. 2d 67
(1987), are illustrative. The acquiring person in CTS owned approximately 9.6%
of the issuing
_____________
CTS Corp. – Williams Act, 15 U.S.C. Sections 78m(d)-(e), 78n(d)M, nor in violation of the
commerce clause of the federal Constitution, Art. I, Section 8, cl. 3. CTS Corp.
v. Dynamics Corp. of Am., 481 U.S. 69, 107 S. Ct. 1637, 95 L. Ed. 2d 67 (1987).
COLLATERAL REFERENCES. "Golden parachute" defense to hostile corporate
takeover. 66
_____________
CTS Corp. – Virginia Bankshares, Inc., 891 F.2d 1112, 1122 (4th Cir.1989), cert. accepted on
other grounds, 58 U.S.L.W. 3677 (April 23, 1990); Dynamics Corp. of America v.
CTS Corp. , 805 F.2d 705, 710-11, 716 (7th Cir.1986); Berkman v. Rust Craft
Greeting Cards, Inc., 454 F.Supp. 787, 791-92 (S.D.N.Y.1978); accord
_____________
dt 1463706
;
|
Jack in the Box
As referenced in this Appendix to SPG Plaintiffs' and Randall J. Smith's Motion for a Preliminary Injunction:
JACK IN THE BOX, INC. – in
determining when an initial pleading triggers removal. Id. Some courts hold
that Chapman requires a specific dollar allegation to begin the 30-day
removal period, e.g., BELL V. JACK IN THE BOX, INC. , 2000 US. DIST. LEXIS
1595, 2000 WL 140769 (N.D. Tex. Feb. 7, 2000), but other courts doubt that
Chapman was meant to be read so narrowly, e.g.,
_____________
dt 1506085
;
More... |
Preview
Full Doc
| 2003 |
Appendix to SPG Plaintiffs' and Randall J. Smith's Motion for a Preliminary Injunction
Appendix to SPG Plaintiffs' and Randall J. Smith's Motion for a Preliminary Injunction (803K)
Doc #258141: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.A5AA
{SEQUENCE}6
{FILENAME}a2104711zex-99_a5aa.txt
{DESCRIPTION}EXHIBIT 99(A)(5)(AA)
{TEXT}
{Page}
EXHIBIT (a)(5)(AA)
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MICHIGAN
---------------------------------------x
SIMON PROPERTY GROUP, INC., :
SIMON PROPERTY ACQUISITIONS, INC.,
AND RANDALL J. SMITH, :
Plaintiffs, :
CIVIL ACTION NO. 02-74799
- against - :
The Honorable Victoria A. Roberts
TAUBMAN CENTERS, INC., A. ALFRED :
TAUBMAN, ROBERT S. TAUBMAN, LISA Magistrate Judge Virginia M. Morgan
A. PAYNE, GRAHAM T. ALLISON, PETER :
KARMANOS, JR., WILLIAM S. TAUBMAN,
ALLAN J. BLOOSTEIN, JEROME A. :
CHAZEN, AND S. PARKER GILBERT,
:
Defendants.
:
---------------------------------------x
APPENDIX TO SPG PLAINTIFFS' AND RANDALL J. SMITH'S
MOTION FOR A PRELIMINARY INJUNCTION
VOLUME IV
A1273 - A1550
{Page}
INDEX TO APPENDIX
TO SPG PLAINTIFFS' AND RANDALL J. SMITH'S
MOTION FOR A PRELIMINARY INJUNCTION
VOLUME I: PUBLIC DOCUMENTS
{Table}
{Caption}
Page
{S} {C}
SPG Offer to Purchase for Cash, dated Dec. 5, 2002..............................................Al
SPG and Westfield Supplement to the Offer to Purchase, dated Jan. 15, 2003.....................A56
TCI Schedule 14D-9/A Amendment No. 3, dated Dec. 20, 2002......................................A95
TCI Common Stock Prospectus, dated Nov. 20, 1992 (Defendants' Exhibit 7)......................A158
TCI Articles of Incorporation, dated Aug. 9, 2000 ............................................A348
TCI Second Amendment and Restatement of Agreement of
Limited Partnership, dated Sept. 30, 1998 ..............................................A383
TCI Form 8-K, dated Aug. 18, 1998 (Payne Exhibit 1)...........................................A448
TCI Form 8-K, dated Sept. 30, 1998 (Payne Exhibit 2)..........................................A468
TCI Schedule 14D-9, dated December 11, 2002 (Gilbert Exhibit 10)..............................A486
Press Release, Taubman Centers, Inc., dated Jan. 21, 2003.....................................A512
TCI Schedule 13D/A, dated Nov. 14, 2002.......................................................A516
Press Release, Taubman Centers, Inc., dated Dec. 17, 2002 ....................................A570
TCI Schedule 13D/A, dated Jan. 28, 2003.......................................................A573
{/Table}
{Page}
VOLUME II: DEPOSITION EXHIBITS/DOCUMENTS
{Table}
{Caption}
Page
{S} {C}
NOVA Restructuring and Recapitalization Plan Goldman Sachs as Advisor
to the NOVA Family (Rosenberg Exhibit 7)................................................A600
Project NOVA Goldman Sachs Value Added (Rosenberg Exhibit 8)..................................A602
Memorandum to IBD Innovation Award Committee, dated Nov. 18, 1998
(Rosenberg Exhibit 10) ...................................................................A608
Goldman Sachs Handwritten Notes (Bloostein Exhibit 3) ........................................A610
Separation and Relative Value Adjustment Agreement, dated Aug. 17, 1998.......................A775
REIT Flowchart (Bloostein Exhibit 2)..........................................................A845
Morgan Stanley Handwritten Notes (Niehaus Exhibit 3) .........................................A846
Letter from Morgan Stanley to the Taubman Partnership Committee and Board of
Directors, dated Aug. 17, 1998 (Niehaus Exhibit 8) ......................................A847
Minutes of Meeting of the Partnership Committee of TCI, dated June 24, 1998
(Gilbert Exhibit 3) ......................................................................A850
Project NOVA, Preliminary Transaction Term Sheet Unit Redemption Transaction,
revised June 29, 1998 ....................................................................A854
1998 Draft Press Releases (Taubman Exhibit 12) ...............................................A861
TCI Ownership Structure, May 2001 Proxy (Rosenberg Exhibit 5) ................................A912
Letter from Goldman Sachs to R. Taubman, dated Oct. 25, 2002 (R. Taubman Exhibit 9) ..........A914
Minutes of a Special Meeting of the Board of Directors of TCI,
dated Oct. 28, 2002 (Rosenberg Exhibit 1) ................................................A923
Voting Agreements, dated Nov. 14, 2002 (R. Taubman Exhibit 13) ...............................A928
Letter from D. Simon to R. Taubman, dated Oct. 22, 2002 (Bloostein Exhibit 4) ................A935
{/Table}
{Page}
VOLUME III: DEPOSITION TESTIMONY/CASES & AUTHORITIES
{Table}
{Caption}
Page
{S} {C}
Excerpts from the Deposition Transcript of Allan J. Bloostein, taken Jan. 14, 2003 ...........A938
Excerpts from the Deposition Transcript of Simon Parker Gilbert, taken Jan. 9, 2003 ..........A984
Excerpts from the Deposition Transcript of G. William Miller, taken Jan. 22, 2003............A1030
Excerpts from the Deposition Transcript of Lisa Payne, taken Jan. 17, 2003 ..................A1037
258141
|
Newcastle
As referenced in this Appendix to SPG Plaintiffs' and Randall J. Smith's Motion for a Preliminary Injunction:
Newcastle Investment Corp – 8.72.
New Highs and Lows
Two REITs/REOCs (nonREIT real estate operating company) set new highs, on
Friday: Brookfield Homes (BHS) and Newcastle Investment Corp . (NCT).
One REIT/REOC preferred (tickers vary depending on quote service) set a new
high, on February 14: Mills Corp. 9.0%
_____________
dt 134732
;
CTS
As referenced in this Appendix to SPG Plaintiffs' and Randall J. Smith's Motion for a Preliminary Injunction:
CTS CORP – s authority to enact the corporate governance rules established by
the Control Share Acquisitions Chapter was affirmed by The the United States
Sureme Court in the land mark case of CTS CORP U DYNAMICS CORP. OF AMERICA,
481 U.S. (69) 95 L. Ed 2d 67 (1987). In CTS both the Federal District Court
SEE 637 F.Supp.389 (N.D. Ill.
_____________
CTS CORP. – 1-42-2) that, when added to the acquiring person's pre-acquisition holdings,
put the person over one of the three specified thresholds of voting power. The
facts in CTS CORP. V. DYNAMICS CORP. OF AMERICA, 481 U.S. (69), 95 L. Ed. 2d 67
(1987), are illustrative. The acquiring person in CTS owned approximately 9.6%
of the issuing
_____________
CTS Corp. – Williams Act, 15 U.S.C. Sections 78m(d)-(e), 78n(d)M, nor in violation of the
commerce clause of the federal Constitution, Art. I, Section 8, cl. 3. CTS Corp.
v. Dynamics Corp. of Am., 481 U.S. 69, 107 S. Ct. 1637, 95 L. Ed. 2d 67 (1987).
COLLATERAL REFERENCES. "Golden parachute" defense to hostile corporate
takeover. 66
_____________
CTS Corp. – Virginia Bankshares, Inc., 891 F.2d 1112, 1122 (4th Cir.1989), cert. accepted on
other grounds, 58 U.S.L.W. 3677 (April 23, 1990); Dynamics Corp. of America v.
CTS Corp. , 805 F.2d 705, 710-11, 716 (7th Cir.1986); Berkman v. Rust Craft
Greeting Cards, Inc., 454 F.Supp. 787, 791-92 (S.D.N.Y.1978); accord
_____________
dt 1463707
;
|
Emerson Radio
As referenced in this Appendix to SPG Plaintiffs' and Randall J. Smith's Motion for a Preliminary Injunction:
EMERSON RADIO CORP – 1990 WL 161909
(Del. Ch. Oct. 24, 1990) ..............................................................A1423
CLARK V. SAKOWSKI, No. 210508, 2000 WL 33405937
(Mich. App. Oct. 13, 2000.) ...........................................................A1432
EMERSON RADIO CORP . V. INT'L JENSEN INC., Civ. A. Nos. 15130, 14992,
1996 WL 483086 (Del. Ch. Aug. 15, 1996) ...............................................A1436
FDIC V. HYDE
_____________
EMERSON RADIO CORP – Flag }
Only the Westlaw citation is currently available.
UNPUBLISHED OPINION. CHECK COURT RULES BEFORE
CITING.
Court of Chancery of Delaware, New Castle
County.
EMERSON RADIO CORP ., A DELAWARE
CORPORATION, PLAINTIFF,
V.
INTERNATIONAL JENSEN
INCORPORATED, A DELAWARE
CORPORATION, ROBERT G. SHAW,
DAVID G. CHANDLER, DONALD W. JENKINS,
ROBERT H.
_____________
Emerson Radio Corp – and Michael L. Vild of Bayard,
Handelman & Murdoch, P.A., Wilmington; and Jeffrey M. Davis of Wolff & Samson,
Roseland, New Jersey, for Plaintiff Emerson Radio Corp .
Wayne N. Elliott, Michael Hanrahan, and Bruce E. Jameson of Prickett,
Jones, Elliott, Kristol & Schnee, Wilmington; Norman M. Monhait of Rosenthal,
Monhait,
_____________
Emerson Radio Corp – Thies and Michael R.
Diocktermann of Wildman, Harrold, Allen & Dixon, Chicago, Illinois, for
Defendant Robert G. Shaw.
MEMORANDUM OPINION
JACOBS, Vice Chancellor.
*1 Emerson Radio Corp oration ("Emerson") and a class of shareholders (the
"Shareholder Plaintiffs") of International Jensen Incorporated ("Jensen") seek a
preliminary injunction against a proposed merger
_____________
dt 221365
;
More... |
Preview
Full Doc
| 2003 |
Opinion Letter Re: Registration Statement on Form S-3
Opinion Letter Re: Registration Statement on Form S-3 (15K)
Doc #262122: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-5.1
{SEQUENCE}6
{FILENAME}y90543a1exv5w1.txt
{DESCRIPTION}OPINION OF PIPER RUDNICK LLP
{TEXT}
{PAGE}
Exhibit 5.1
6225 Smith Avenue
Baltimore, Maryland 21209-3600
MAIN 410.580.3000 FAX 410.580.3001
October 28, 2003
NEWCASTLE INVESTMENT CORP.
1251 Avenue of the Americas
New York, New York 10020
Re: Registration Statement on Form S-3 (Registration No. 333-109597)
----------------------------------------------------------------
Ladies and Gentlemen:
We serve as special Maryland counsel to Newcastle Investment Corp., a
Maryland corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), of the sale and issuance of
an indeterminate number or amount, as the case may be, of (collectively, the
"Offered Securities"): (a) senior debt or subordinated debt securities (the
"Debt Securities"), (b) shares of Preferred Stock, $0.01 par value per share, of
the Company ("Preferred Stock"), (c) depositary shares representing shares of
Preferred Stock (the "Depositary Shares") and evidenced by depositary receipts
(the "Depositary Receipts"), (d) warrants to purchase debt or equity securities
of the Company (the "Warrants"), and (e) shares of Common Stock, $.01 par value
per share, of the Company ("Common Stock"), all of which may be issued from time
to time on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act at an aggregate public offering price not to exceed $750,000,000
and are covered by the above-identified Registration Statement (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission (the "Commission"). This opinion is being provided at your request in
connection with the filing of the Registration Statement.
In connection with our representation of the Company, and as a basis for
the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (collectively, the "Documents"):
1. The Registration Statement and the related form of prospectus included
therein in the form in which it was transmitted to the Commission under the Act;
2. The charter of the Company (the "Charter"), certified as of a recent
date by the State Department of Assessments and Taxation of Maryland (the
"SDAT");
3. The Bylaws of the Company (the "Bylaws"), certified as of the date
hereof by its Secretary;
{PAGE}
NEWCASTLE INVESTMENT CORP.
October 28, 2003
Page 2
4. Resolutions adopted by the Board of Directors of the Company relating to
(a) the registration, sale and issuance of the Offered Securities and (b) the
creation and delegation of authority to a Pricing Committee (the "Pricing
Committee") of the Board of Directors in connection therewith, certified as of
the date hereof by the Secretary of the Company;
5. A certificate of the SDAT as to the good standing of the Company, dated
as of the date hereof; and
6. A certificate (the "Officer's Certificate") executed by Randal A.
Nardone, Secretary of the Company, dated as of the date hereof.
In expressing the opinion set forth below, we have assumed the
262122
|
Newcastle
As referenced in this Opinion Letter Re: Registration Statement on Form S-3:
NEWCASTLE INVESTMENT CORP – TEXT}
{PAGE}
Exhibit 5.1
6225 Smith Avenue
Baltimore, Maryland 21209-3600
MAIN 410.580.3000 FAX 410.580.3001
October 28, 2003
NEWCASTLE INVESTMENT CORP .
1251 Avenue of the Americas
New York, New York 10020
Re: Registration Statement on Form S-3 (Registration No. 333-109597)
----------------------------------------------------------------
Ladies
_____________
Newcastle Investment Corp – York 10020
Re: Registration Statement on Form S-3 (Registration No. 333-109597)
----------------------------------------------------------------
Ladies and Gentlemen:
We serve as special Maryland counsel to Newcastle Investment Corp ., a
Maryland corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), of the
_____________
NEWCASTLE INVESTMENT CORP – Taxation of Maryland (the
"SDAT");
3. The Bylaws of the Company (the "Bylaws"), certified as of the date
hereof by its Secretary;
{PAGE}
NEWCASTLE INVESTMENT CORP .
October 28, 2003
Page 2
4. Resolutions adopted by the Board of Directors of the Company relating to
(a) the registration, sale
_____________
NEWCASTLE INVESTMENT CORP – or ownership of shares of Capital
Stock (as defined in the Charter) contained in Article VII or Article VIII of
the Charter.
{PAGE}
NEWCASTLE INVESTMENT CORP .
October 28, 2003
Page 3
6. Prior to the issuance of the Offered Securities, the Pricing Committee
will adopt resolutions satisfying the
_____________
NEWCASTLE INVESTMENT CORP – and existing under and by
virtue of the laws of the State of Maryland and is in good standing with the
SDAT.
{PAGE}
NEWCASTLE INVESTMENT CORP .
October 28, 2003
Page 4
2. With respect to shares of Common Stock, when (a) shares of Common Stock
have been duly
_____________
dt 144534
;
|
Piper Rudnick
As referenced in this Opinion Letter Re: Registration Statement on Form S-3:
PIPER RUDNICK – {DOCUMENT}
{TYPE}EX-5.1
{SEQUENCE}6
{FILENAME}y90543a1exv5w1.txt
{DESCRIPTION}OPINION OF PIPER RUDNICK LLP
{TEXT}
{PAGE}
Exhibit 5.1
6225 Smith Avenue
Baltimore, Maryland 21209-3600
MAIN 410.580.3000 FAX 410.580.3001
October
_____________
PIPER RUDNICK – admit that we are
within the category of persons whose consent is required by Section 7 of the
Act.
Very truly yours,
/s/ PIPER RUDNICK LLP
{/TEXT}
{/DOCUMENT}
_____________
dt 141574
|
Preview
Full Doc
| 2002 |
Letter Agreement Re: Repurchase of Mortgage Loans
Letter Agreement Re: Repurchase of Mortgage Loans (3K)
Doc #262175: Click preview link for longer preview.
August 13, 2002
Newcastle Investment Corporation ("Newcastle")
1251 Avenue of the Americas, 16th Floor
New York, New York 10020
Attention: Ken Riis
Telephone No. 212-798-6104
Facsimile No. 212-798-6060
Re: Repurchase of Mortgage Loans
Dear Mr. Riis:
This letter will serve as a commitment by Bear Stearns Mortgage Capital
262175
| |
Bear, Stearns
As referenced in this Letter Agreement Re: Repurchase of Mortgage Loans:
Bear,
Stearns & Co. – and
returning this letter via facsimile and overnight courier to Michelle Sterling
(Telephone Number (212) 272-6289; Facsimile Number: (212) 272-5591 at Bear,
Stearns & Co. Inc., Eleventh Floor, 383 Madison Avenue, New York, N.Y., 10179.
Thank you.
Very truly yours,
BEAR STEARNS MORTGAGE CAPITAL CORPORATION
BY: /
_____________
dt 142457
|
Preview
Full Doc
| 2004 |
Newcastle Announces First Quarter 2004 Results
Newcastle Announces First Quarter 2004 Results (26K)
Doc #262111: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99
{SEQUENCE}2
{FILENAME}newpress.txt
{DESCRIPTION}EX 99.1 PRESS RELEASE
{TEXT}
Exhibit 99.1
[Graphic Omitted] NEWCASTLE INVESTMENT CORP.
Contact: FOR IMMEDIATE RELEASE
Lilly H. Donohue
Director of Investor Relations
212-798-6118
Newcastle Announces First Quarter 2004 Results
___________________________________________________________
First Quarter 2004 Highlights
- FFO of $20.9 million, or $0.60 per diluted common share, up 22.4% from
the first quarter 2003.
- Income available for common stockholders of $20.3 million, or $0.58 per
diluted common share, up 26.1% from the first quarter 2003.
- FFO return on average invested common equity of 16.2%.
- Declared dividend of $0.60 per share of common stock, representing a 20%
increase from the fourth quarter 2003.
- Issued approximately 3.3 million shares of common stock in January 2004,
raising net proceeds of approximately $85.8 million.
- Issued $414 million face amount of non-recourse debt through a
collateralized bond obligation in March 2004.
New York, NY. April 28, 2004 - Newcastle Investment Corp. (NYSE: NCT) reported
that for the quarter ended March 31, 2004, Funds from Operations ("FFO") were
$20.9 million, or $0.60 per diluted common share, up from $11.6 million, or
$0.49 per diluted common share for the quarter ended March 31, 2003. The
Company generated a FFO return on average invested common equity of 16.2% for
the first quarter 2004.
For the three months ended March 31, 2004, income available for common
stockholders was $20.3 million, or $0.58 per diluted common share, compared
with $10.9 million, or $0.46 per diluted common share, in the first quarter
2003. For the quarter ended March 31, 2004, Newcastle declared a dividend of
$0.60 per share of common stock, representing a 20% increase over the fourth
quarter 2003 dividend.
Our common book value per share increased to $16.74 at March 31, 2004 from
$15.20 at December 31, 2003. GAAP common equity book value was $581.0 million
at March 31, 2004, up $104.1 million from December 31, 2003. For the quarter
ended March 31, 2004, the Company's assets grew 16.0% to $4.1 billion as
compared to $3.5 billion at the end of the year 2003.
For a reconciliation and discussion of GAAP net income to FFO and GAAP book
equity to invested common equity, please refer to the tables following the
presentation of GAAP results.
{TABLE}
{CAPTION}
Selected Financial Data
(in thousands)
Three Months Ended Three Months Ended
March 31, 2004 March 31, 2003
------------------ ------------------
Operating Data (Unaudited):
{S} {C} {C}
Funds from operations $ 20,910 $ 11,604
Income available for common stockholders $ 20,328 $ 10,900
As of
March 31, 2004 As of
(Unaudited) December 31, 2003
-------------- -----------------
Balance Sheet Data:
Total real estate and other securities $ 2,851,262 $ 2,330,830
Total assets $ 4,099,562 $ 3,533,081
CBO bond obligations $ 2,204,187 $ 1,793,533
Preferred stock $ 62,500 $ 62,500
Common stockholders' equity $ 581,001 $ 476,863
{/TABLE}
Supplemental Total Real Estate and Other Securities Data as of March 31, 2004
(Unaudited):
Weighted average asset yield 6.41%
Weighted average liability cost 4.26%
Weighted average net spread 2.15%
Weighted average credit rating BBB-
Weighted average asset credit spread 3.04%
Percentage investment grade 72.9%
Number of securities 367
Capital Markets Activity
In January 2004, Newcastle issued 3.3 million shares of common stock for net
proceeds of approximately $86 million through an underwritten public offering.
The Company will use these proceeds to acquire real estate debt securities and
other real estate related investments. Wesley R. Edens, Chairman and Chief
Executive Officer, commented, "We had a solid first quarter and are currently
in the process of investing the proceeds from our most recent capital raise in
January. We expect to be fully invested by the end of the second quarter." In
addition, Newcastle issued $414 million face amount of non-recourse debt
through our fifth collateralized bond obligation in March 2004.
First Quarter Investment Activity
During the first quarter, we invested approximately $75 million of capital. We
262111
|
Newcastle
As referenced in this Newcastle Announces First Quarter 2004 Results:
NEWCASTLE INVESTMENT CORP – {DOCUMENT}
{TYPE}EX-99
{SEQUENCE}2
{FILENAME}newpress.txt
{DESCRIPTION}EX 99.1 PRESS RELEASE
{TEXT}
Exhibit 99.1
[Graphic Omitted] NEWCASTLE INVESTMENT CORP .
Contact: FOR IMMEDIATE RELEASE
Lilly H. Donohue
Director of Investor Relations
212-798-6118
Newcastle Announces First Quarter 2004 Results
___________________________________________________________
First
_____________
Newcastle Investment Corp – Issued $414 million face amount of non-recourse debt through a
collateralized bond obligation in March 2004.
New York, NY. April 28, 2004 - Newcastle Investment Corp . (NYSE: NCT) reported
that for the quarter ended March 31, 2004, Funds from Operations ("FFO") were
$20.9 million, or $0.60
_____________
Newcastle Investment Corp – York, NY 10022 on Thursday, May 27,
2004 at 8:00A.M. local time. All stockholders are cordially invited to attend.
About Newcastle
Newcastle Investment Corp . invests in real estate securities and other real
estate-related assets. Newcastle is organized and conducts its operations to
qualify as a
_____________
Newcastle Investment Corp – organized and conducts its operations to
qualify as a real estate investment trust (REIT) for federal income tax
purposes. For more information on Newcastle Investment Corp . or to be added to
our email distribution list, please visit www.newcastleinv.com.
Certain items in this press release may constitute
_____________
Newcastle Investment Corp – in the Company's expectations with regard
thereto or change in events, conditions or circumstances on which any statement
is based.
{TABLE}
{CAPTION}
Newcastle Investment Corp .
Consolidated Statements of Income
(dollars in thousands, except share data)
(Unaudited)
Three Months Ended March 31,
----------------------------
2004 2003
------------ ------------
Revenue
{S} {C} {C}
_____________
dt 144523
| |
Preview
Full Doc
| 2004 |
Newcastle Announces Fourth Quarter and Year End 2003 Results
Newcastle Announces Fourth Quarter and Year End 2003 Results (27K)
Doc #262114: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99
{SEQUENCE}3
{FILENAME}new99.txt
{DESCRIPTION}EXHIBIT 99.1 - PRESS RELEASE
{TEXT}
NEWCASTLE INVESTMENT CORP.
Contact: FOR IMMEDIATE RELEASE
Lilly H. Donohue
Director of Investor Relations
212-798-6118
Newcastle Announces Fourth Quarter and Year End 2003 Results
------------------------------------------------------------
Year End 2003 Highlights
- Total assets ended at $3.5 billion, a $1.9 billion increase from
December 31, 2002.
- Common equity book value totaled $476.9 million, or $15.20 per common
share, up 25.6% from December 31, 2002.
- FFO of $54.4 million, or $2.08 per diluted common share.
- Income available for common stockholders of $51.3 million, or $1.96
per diluted common share.
- FFO return on average invested common equity was 16.4%.
- Declared total dividends of $1.95 per share of common stock.
Fourth Quarter 2003 Highlights
- FFO of $16.2 million, or $0.55 per diluted common share, up 21% from
fourth quarter 2002.
- Income available for common stockholders of $15.4 million, or $0.52
per diluted common share, up 21% from fourth quarter 2002.
- FFO return on average invested common equity of 16.7%.
- Record investment activity in the fourth quarter of $873 million.
- Declared dividend of $0.50 per share of common stock.
- Issued approximately 3.28 million shares of common stock in December
2003, raising net proceeds of approximately $75 million.
New York, NY. February 11, 2004 - Newcastle Investment Corp. (NYSE: NCT)
reported that for the quarter ended December 31, 2003, Funds from Operations
("FFO") were $16.2 million, or $0.55 per diluted common share, up from $10.3
million, or $0.45 per diluted common share for the quarter ended December 31,
2002. FFO for the year ended December 31, 2003 was $54.4 million, or $2.08 per
diluted common share. The Company generated a FFO return on average invested
common equity of 16.7% for the fourth quarter 2003 and 16.4% for the year
ended December 31, 2003.
For the three months ended December 31, 2003, income available for common
stockholders was $15.4 million, or $0.52 per diluted common share, compared
with $9.7 million, or $0.43 per diluted common share, in the fourth quarter
2002. For the year ended December 31, 2003, income available for common
stockholders was $51.3 million or $1.96 per diluted common share. For the
quarter ended December 31, 2003, Newcastle declared a dividend of $0.50 per
share of common stock. Dividends declared in 2003 totaled $1.95 per common
share.
Our GAAP common equity book value was $476.9 million at December 31, 2003. For
the year ended December 31, 2003, the Company's assets increased over 100%,
with total assets at the end of the year of $3.5 billion, up from $1.6 billion
at December 31, 2002.
For a reconciliation and discussion of GAAP net income to FFO and GAAP book
equity to invested common equity, please refer to the tables following the
presentation of GAAP results.
Selected Financial Data
(in thousands)
{TABLE}
{CAPTION}
Three Months Ended Year Ended
Operating Data (Unaudited): December 31, 2003 December 31, 2003
------------------ -----------------
{S} {C} {C}
Funds from operations $ 16,179 $ 54,380
Income available for common stockholders $ 15,369 $ 51,345
As of
December 31, 2003 As of
Balance Sheet Data: (Unaudited) December 31, 2002
----------- -----------------
Total real estate and other securities $ 2,330,830 $ 1,118,878
Total assets $ 3,533,081 $ 1,572,567
CBO bond obligations $ 1,793,533 $ 868,497
Common stockholders' equity $ 476,863 $ 284,241
Preferred stock $ 62,500 -
Supplemental Total Real Estate and Other Securities Data as
of December 31, 2003 (Unaudited):
Weighted average asset yield 6.78%
Weighted average liability cost 4.53%
Weighted average net spread 2.25%
Weighted average credit rating BBB
Weighted average asset credit spread 3.23%
Percentage investment grade 79%
Number of securities 304
{/TABLE}
Wesley R. Edens, Chairman and Chief Executive Officer, commented, "We are
pleased with our results for the quarter and the year. Newcastle has achieved
consistent returns on equity despite having cash on our balance sheet
throughout 2003. Our assets have increased by $1.9 billion for the year with
262114
|
Newcastle
As referenced in this Newcastle Announces Fourth Quarter and Year End 2003 Results:
NEWCASTLE INVESTMENT CORP – {DOCUMENT}
{TYPE}EX-99
{SEQUENCE}3
{FILENAME}new99.txt
{DESCRIPTION}EXHIBIT 99.1 - PRESS RELEASE
{TEXT}
NEWCASTLE INVESTMENT CORP .
Contact: FOR IMMEDIATE RELEASE
Lilly H. Donohue
Director of Investor Relations
212-798-6118
Newcastle Announces Fourth Quarter and Year End 2003
_____________
Newcastle Investment Corp – 3.28 million shares of common stock in December
2003, raising net proceeds of approximately $75 million.
New York, NY. February 11, 2004 - Newcastle Investment Corp . (NYSE: NCT)
reported that for the quarter ended December 31, 2003, Funds from Operations
("FFO") were $16.2 million, or $0.55
_____________
Newcastle Investment Corp – by
dialing (800) 475-6701; please reference access code "720514." International
callers should dial (320) 365-3844 to access the replay.
About Newcastle
Newcastle Investment Corp . invests in real estate securities and other real
estate-related assets. Newcastle is organized and conducts its operations to
qualify as a
_____________
Newcastle Investment Corp – organized and conducts its operations to
qualify as a real estate investment trust (REIT) for federal income tax
purposes. For more information on Newcastle Investment Corp . and to be added
to our email distribution list, please visit www.newcastleinv.com.
Certain items in this press release may constitute
_____________
Newcastle Investment Corp – change in the Company's
expectations with regard thereto or change in events, conditions or
circumstances on which any statement is based.
{PAGE}
Newcastle Investment Corp .
Consolidated Statement of Operations
(In thousands, except per share amounts)
{TABLE}
{CAPTION}
Three Months Ended
December 31, 2003 Year Ended
Revenues (Unaudited)
_____________
dt 144526
| |
Preview
Full Doc
| 2003 |
Newcastle Announces Third Quarter Results
Newcastle Announces Third Quarter Results (26K)
Doc #262118: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99
{SEQUENCE}3
{FILENAME}ny102903.txt
{DESCRIPTION}EXH. 99.1
{TEXT}
NEWCASTLE INVESTMENT CORP.
Contact: FOR IMMEDIATE RELEASE
Lilly H. Donohue
Director of Investor Relations
212-798-6118
Newcastle Announces Third Quarter Results
-----------------------------------------
Highlights
- Issued 4.6 million shares of common stock at $20.35 per share in July
2003, raising net proceeds of approximately $89 million.
- FFO of $13.9 million, or $0.51 per diluted common share, for the third
quarter 2003 as compared to $12.6 million, or $0.53 per diluted common
share, for the second quarter 2003.
- Income available for common stockholders of $13.2 million, or $0.48 per
diluted common share, for the third quarter 2003, as compared to $11.9
million, or $0.50 per diluted common share, for the second quarter 2003.
- FFO return on average invested common equity was 15.7% for the three
months ended September 30, 2003.
- Third quarter results included approximately $58 million invested in cash.
- Declared quarterly dividend of $0.50 per share of common stock for the
third quarter 2003.
- Issued $460 million face amount of non-recourse debt through a
collateralized bond obligation in September 2003.
New York, NY. October 29, 2003 - Newcastle Investment Corp. (NYSE: NCT)
reported that for the quarter ended September 30, 2003, Funds from Operations
("FFO") were $13.9 million. We generated a FFO return on average invested
common equity of 15.7% for the third quarter 2003 and 16.2% for the nine months
ended September 30, 2003. FFO represents net income to common stockholders,
computed in accordance with GAAP, before depreciation.
For the three months ended September 30, 2003, income available for common
stockholders was $13.2 million or $0.48 per diluted common share. For the
quarter ended September 30, 2003, Newcastle declared a dividend of $0.50 per
share of common stock.
Our GAAP common equity book value was $393.5 million at September 30, 2003 and
increased from $310.8 million at June 30, 2003, primarily the result of the
issuance of 4.6 million shares of common stock in July 2003. Total assets of
$2.8 billion at September 30, 2003 increased from $2.3 billion at June 30, 2003
principally from the purchase of real estate securities.
For a reconciliation and discussion of GAAP net income to FFO and GAAP book
equity to invested common equity, please refer to the tables following the
presentation of GAAP results.
{TABLE}
{CAPTION}
Selected Financial Data
(in thousands)
Three Months Ended Nine Months Ended
September 30, 2003 September 30, 2003
------------------ ------------------
Operating Data (Unaudited):
{S} {C} {C}
Funds from operations $ 13,948 $ 38,201
Income available for common stockholders $ 13,183 $ 35,976
As of
September 30, 2003 As of
Balance Sheet Data: (Unaudited) December 31, 2002
------------------ -----------------
Real estate securities $ 2,117,278 $ 1,069,892
Total assets $ 2,844,923 $ 1,572,567
CBO bond obligations $ 1,792,503 $ 868,497
Common stockholders' equity $ 393,519 $ 284,241
Preferred stock $ 62,500 -
Supplemental Real Estate Securities Data as of
September 30, 2003 (Unaudited):
Weighted average asset yield 6.60%
Weighted average liability cost 4.64%
Weighted average net spread 1.96%
Weighted average credit rating BBB-
Weighted average asset credit spread 2.89%
Percentage investment grade 78%
Number of securities 270
{/TABLE}
Capital Markets Activity
In July 2003, Newcastle issued 4.6 million shares of common stock raising net
proceeds of approximately $89 million. The Company will use these proceeds to
acquire real estate debt securities and other real estate related investments.
Wesley R. Edens, Chairman and Chief Executive Officer, commented, "We had a
solid quarter despite having cash on our balance sheet from our capital raise
in July. We are well on our way to investing this cash by year end and the
accretive effect to earnings should be fully realized in the first quarter of
2004."
In addition, Newcastle filed on October 9, 2003 a Form S-3 shelf registration
statement with the Securities and Exchange Commission. The shelf registration
262118
|
Newcastle
As referenced in this Newcastle Announces Third Quarter Results:
NEWCASTLE INVESTMENT CORP – {DOCUMENT}
{TYPE}EX-99
{SEQUENCE}3
{FILENAME}ny102903.txt
{DESCRIPTION}EXH. 99.1
{TEXT}
NEWCASTLE INVESTMENT CORP .
Contact: FOR IMMEDIATE RELEASE
Lilly H. Donohue
Director of Investor Relations
212-798-6118
Newcastle Announces Third Quarter Results
-----------------------------------------
Highlights
- Issued 4.
_____________
Newcastle Investment Corp – Issued $460 million face amount of non-recourse debt through a
collateralized bond obligation in September 2003.
New York, NY. October 29, 2003 - Newcastle Investment Corp . (NYSE: NCT)
reported that for the quarter ended September 30, 2003, Funds from Operations
("FFO") were $13.9 million. We generated a
_____________
Newcastle Investment Corp – by dialing
(800) 475-6701; please reference access code "703672." International callers
should dial (320) 365-3844 to access the replay.
About Newcastle
Newcastle Investment Corp . invests in real estate securities and other real
estate-related assets. Newcastle is organized and conducts its operations to
qualify as a
_____________
Newcastle Investment Corp – organized and conducts its operations to
qualify as a real estate investment trust (REIT) for federal income tax
purposes. For more information on Newcastle Investment Corp . and to be added to
our email distribution list, please visit www.newcastleinv.com.
Certain items in this press release may constitute
_____________
Newcastle Investment Corp – the Company's expectations with
regard thereto or change in events, conditions or circumstances on which any
statement is based.
{PAGE}
{TABLE}
{CAPTION}
Newcastle Investment Corp .
Consolidated Statement of Operations
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended Nine Months Ended
Revenue: September 30, 2003 September
_____________
dt 144530
| |
Preview
Full Doc
| 2003 |
Newcastle Announces Second Quarter Results
Newcastle Announces Second Quarter Results (25K)
Doc #262126: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99
{SEQUENCE}3
{FILENAME}s729032q.txt
{DESCRIPTION}EXH. 99.1
{TEXT}
NEWCASTLE INVESTMENT CORP.
Contact: FOR IMMEDIATE RELEASE
Lilly H. Donohue
Director of Investor Relations
212-798-6118
NEWCASTLE ANNOUNCES SECOND QUARTER RESULTS
Highlights
- FFO of $12.6 million, or $0.53 per diluted common share for the second
quarter 2003 as compared to $11.6 million or $0.49 per diluted common
share for the first quarter 2003, representing a 9% increase on a per
share basis.
- Income available for common stockholders of $11.9 million, or $0.50 per
diluted common share for the second quarter 2003, as compared to $10.9
million or $0.46 per diluted common share for the first quarter 2003,
representing a 9% increase on a per share basis.
- FFO return on average invested common equity was 17.6% for the three
months ended June 30, 2003.
- Increased quarterly dividend to $0.50 per share of common stock for the
second quarter 2003 from $0.45 per share of common stock for the first
quarter 2003.
- Issued 4.6 million shares of common stock at $20.35 per share in July
2003.
New York, NY. July 29, 2003 - Newcastle Investment Corp. (NYSE: NCT) reported
that for the quarter ended June 30, 2003, Funds from Operations ("FFO") were
$12.6 million, or $0.54 per basic common share and $0.53 per diluted common
share. We generated a FFO return on average invested common equity of 17.6%
for the second quarter 2003 and 16.8% for the six months ended June 30, 2003.
For the three months ended June 30, 2003, income available for common
stockholders was $11.9 million or $0.51 per basic common share and $0.50 per
diluted common share. For the quarter ended June 30, 2003, Newcastle declared
a dividend of $0.50 per share of common stock.
Our GAAP common equity book value was $310.8 million at June 30, 2003 and
increased from $287.4 million at March 31, 2003, primarily the result of a net
unrealized gain of $23.2 million. Total assets of $2.3 billion at June 30,
2003 increased from $2.1 billion at March 31, 2003.
For a reconciliation and discussion of GAAP net income to FFO and GAAP book
equity to invested common equity, please refer to the tables following the
presentation of GAAP results.
Selected Financial Data
(In Thousands)
{TABLE}
{CAPTION}
Three Months Ended Six Months Ended
June 30, 2003 June 30, 2003
------------------ ----------------
Operating Data (Unaudited):
{S} {C} {C}
Funds from operations $ 12,649 $ 24,253
Income available for common stockholders $ 11,893 $ 22,793
As of
June 30, 2003 As of
(Unaudited) December 31, 2002
------------- -----------------
Balance Sheet Data:
Real estate securities $ 1,633,675 $ 1,069,892
Total assets $ 2,328,641 $ 1,572,567
CBO bond obligations $ 1,337,169 $ 868,497
Common stockholders' equity $ 310,755 $ 284,241
Preferred stock $62,500 -
Supplemental Real Estate Securities Data as of June 30, 2003 (Unaudited):
Weighted average asset yield 7.15%
Weighted average liability cost 5.04%
Weighted average net spread 2.11%
Weighted average credit rating BBB-
Weighted average asset credit spread 3.07%
Percentage investment grade 75%
Number of securities 216
{/TABLE}
CAPITAL MARKETS ACTIVITY
In May 2003, approximately 16.5 million shares of our common stock
(approximately 70% of our outstanding shares at the time of distribution) held
by Newcastle Investment Holdings Corp. ("Holdings"), the predecessor of
Newcastle, were distributed to the stockholders of Holdings. Upon
distribution, all of the shares, other than approximately 2.8 million shares
owned by affiliates of Fortress Investment Group LLC, our manager, were freely
tradable on the New York Stock Exchange.
Wesley R. Edens, Chairman and Chief Executive Officer, commented that "We are
pleased that the distribution went well. As a result of the greatly increased
number of shares that are freely tradable, the liquidity in our stock
increased markedly. In the past 11 weeks following the distribution, our
average daily trading volume increased 4.5 times. As the company continues to
grow, we expect that this will only increase."
In July 2003, Newcastle completed an underwritten public offering of 4.6
262126
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Newcastle
As referenced in this Newcastle Announces Second Quarter Results:
NEWCASTLE INVESTMENT CORP – {DOCUMENT}
{TYPE}EX-99
{SEQUENCE}3
{FILENAME}s729032q.txt
{DESCRIPTION}EXH. 99.1
{TEXT}
NEWCASTLE INVESTMENT CORP .
Contact: FOR IMMEDIATE RELEASE
Lilly H. Donohue
Director of Investor Relations
212-798-6118
NEWCASTLE ANNOUNCES SECOND QUARTER RESULTS
Highlights
- FFO of $
_____________
Newcastle Investment Corp – 2003.
- Issued 4.6 million shares of common stock at $20.35 per share in July
2003.
New York, NY. July 29, 2003 - Newcastle Investment Corp . (NYSE: NCT) reported
that for the quarter ended June 30, 2003, Funds from Operations ("FFO") were
$12.6 million, or $0.54
_____________
Newcastle Investment Corp – by dialing
(800) 475-6701; please reference access code "693460." International callers
should dial (320) 365-3844 to access the replay.
About Newcastle
Newcastle Investment Corp . invests in real estate securities and other real
estate-related assets. Newcastle is organized and conducts its operations to
qualify as a
_____________
Newcastle Investment Corp – organized and conducts its operations to
qualify as a real estate investment trust (REIT) for federal income tax
purposes. For more information on Newcastle Investment Corp . and to be added
to our email distribution list, please visit www.newcastleinv.com.
{TABLE}
{CAPTION}
Newcastle Investment Corp.
Consolidated Statement of
_____________
Newcastle Investment Corp – For more information on Newcastle Investment Corp. and to be added
to our email distribution list, please visit www.newcastleinv.com.
{TABLE}
{CAPTION}
Newcastle Investment Corp .
Consolidated Statement of Operations
(In Thousands, Except Per Share Amounts)
(Unaudited)
Three Months Ended Six Months Ended
Revenue: June 30, 2003 June
_____________
dt 144538
;
|
Newcastle
As referenced in this Newcastle Announces Second Quarter Results:
Newcastle Investment Holdings – 2003, approximately 16.5 million shares of our common stock
(approximately 70% of our outstanding shares at the time of distribution) held
by Newcastle Investment Holdings Corp. ("Holdings"), the predecessor of
Newcastle, were distributed to the stockholders of Holdings. Upon
distribution, all of the shares, other than approximately 2.
_____________
dt 144485
|
Preview
Full Doc
| 2003 |
Newcastle Announces First Quarter Results
Newcastle Announces First Quarter Results (24K)
Doc #262143: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99
{SEQUENCE}3
{FILENAME}ncpr.txt
{DESCRIPTION}EXHIBIT 99.1 - PRESS RELEASE
{TEXT}
EXHIBTI 99.1
[GRAPHIC OMITTED] NEWCASTLE INVESTMENT CORP.
Contact: FOR IMMEDIATE RELEASE
Lilly H. Donohue
Director of Investor Relations
212-798-6118
Newcastle Announces First Quarter Results
-------------------------------------------------------------
First Quarter Highlights
- FFO of $11.6 million, or $0.49 per share for the first quarter 2003 as
compared to $10.3 million or $0.45 per share for the fourth quarter
2002, representing an 8.9% increase on a per share basis for the first
quarter 2003.
- Income available for stockholders of $10.9 million, or $0.46
per share for the first quarter 2003.
- Quarterly dividend of $0.45 per share of common stock for the first
quarter 2003.
- Issued $62.5 million of 9.75% Series B Cumulative Preferred Stock.
- Issued $472 million of non-recourse debt through our third
collateralized bond obligation.
New York, NY. April 29, 2003 - Newcastle Investment Corp. (NYSE: NCT) reported
that for the quarter ended March 31, 2003, Funds from Operations ("FFO") totaled
$11.6 million or $0.49 per share, achieving a return on average invested equity
of 15.6%. For the three months ended March 31, 2003, income available for common
stockholders was $10.9 million or $0.46 per share. For the quarter ended March
31, 2003, Newcastle declared a dividend of $0.45 per share of common stock.
For a reconciliation and discussion of GAAP net income to FFO and GAAP book
equity to invested equity, please refer to the tables following the presentation
of GAAP results.
Our GAAP common equity book value was $287.4 million at March 31, 2003 and
increased from $284.2 million at December 31, 2002. Total assets of $2.1 billion
at March 31, 2003 increased from $1.6 billion at December 31, 2002 predominately
as a result of the purchase of our third real estate securities portfolio.
Page 1 of 8
{PAGE}
{TABLE}
{CAPTION}
Selected Financial Data (Unaudited)
(in thousands)
{S} {C}
Operating data for the three months ended March 31, 2003:
Funds from operations $ 11,604
Income available for common stockholders $ 10,900
Balance Sheet data as of March 31, 2003:
Real estate securities $ 1,590,122
Total assets $ 2,149,065
CBO bond obligations $ 1,336,297
Stockholders' equity $ 349,866
{/TABLE}
{TABLE}
{CAPTION}
Supplemental Real Estate Securities Data as of March 31, 2003 (Unaudited)
{S} {C}
Weighted average asset yield 7.28%
Weighted average liability cost 5.16%
Weighted average net spread 2.12%
Average credit rating BBB-
Weighted average credit spread 3.10%
Percentage investment grade 76%
Number of securities 192
{/TABLE}
Capital Markets Activity
In the first quarter 2003, Newcastle successfully accessed the capital markets
through the issuance of preferred stock and non-recourse debt. Newcastle
issued $62.5 million of 9.75% Series B Cumulative Redeemable Preferred Stock
on March 18, 2003. We also issued $472 million of debt, which long-term
financed the purchase of our third real estate securities portfolio.
"We are pleased with our first quarter performance and our continued ability
to raise capital. Capital raised from our preferred equity issuance will be
invested in our next real estate securities portfolio," commented Wesley R.
Edens, Chairman and Chief Executive Officer.
Real Estate Securities Investment Activity
During the first quarter of 2003, Newcastle purchased $120.5 million of real
estate securities, representing 20 securities. For the three months ended
March 31, 2003, we sold $35.8 million face amount of real estate securities,
representing four securities, for a net gain of $1.8 million.
In connection with our third real estate securities portfolio, on-balance
sheet real estate securities increased by $414 million. The weighted average
credit quality for our third portfolio is BBB and 85% of the securities were
rated investment grade as of March 31, 2003.
As of March 31, 2003, our aggregate $1.6 billion real estate securities
portfolio was well diversified with 192 securities of which 90% were fixed rate
securities with a weighted average life of 7.5 years and the remaining 10%
262143
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Newcastle
As referenced in this Newcastle Announces First Quarter Results:
NEWCASTLE INVESTMENT CORP – {DOCUMENT}
{TYPE}EX-99
{SEQUENCE}3
{FILENAME}ncpr.txt
{DESCRIPTION}EXHIBIT 99.1 - PRESS RELEASE
{TEXT}
EXHIBTI 99.1
[GRAPHIC OMITTED] NEWCASTLE INVESTMENT CORP .
Contact: FOR IMMEDIATE RELEASE
Lilly H. Donohue
Director of Investor Relations
212-798-6118
Newcastle Announces First Quarter Results
-------------------------------------------------------------
First Quarter Highlights
-
_____________
Newcastle Investment Corp – B Cumulative Preferred Stock.
- Issued $472 million of non-recourse debt through our third
collateralized bond obligation.
New York, NY. April 29, 2003 - Newcastle Investment Corp . (NYSE: NCT) reported
that for the quarter ended March 31, 2003, Funds from Operations ("FFO") totaled
$11.6 million or $0.49
_____________
Newcastle Investment Corp – Street, New York, NY 10022 on Thursday, May 29,
2003 at 8:00A.M. local time. All stockholders are cordially invited to attend.
Newcastle Investment Corp . invests in real estate securities and other real
estate-related assets. Newcastle is organized and conducts its operations to
qualify as a
_____________
Newcastle Investment Corp – and conducts its operations to
qualify as a real estate investment trust (REIT) for federal income tax
purposes.
Page 4 of 8
{PAGE}
Newcastle Investment Corp .
Consolidated Statement of Operations
(In thousands, except per share amounts)
(Unaudited)
{TABLE}
{CAPTION}
Three Months Ended
March 31, 2003
--------------
{S} {C}
Revenue:
_____________
Newcastle Investment Corp – outstanding, basic 23,488,517
Weighted average number shares of common stock outstanding, diluted 23,619,909
{/TABLE}
Page 5 of 8
{PAGE}
Newcastle Investment Corp .
Consolidated Balance Sheet
(In thousands)
(Unaudited)
{TABLE}
{CAPTION}
{S} {C}
Assets
Real estate securities, available for sale $1,590,122
Operating real
_____________
dt 144555
| |
Preview
Full Doc
| 2003 |
Nonqualified Stock Option Agreement
Nonqualified Stock Option Agreement (10K)
Doc #262127: Click preview link for longer preview.
NONQUALIFIED STOCK OPTION AGREEMENT
This NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), is
entered into this 10TH day of July, 2003, by and between NEWCASTLE INVESTMENT
CORP., a Maryland corporation (the "Company"), and FORTRESS PRINCIPAL
INVESTMENT HOLDINGS LLC, a Delaware limited liability company and an affiliate
of the Manager of the Company (the "Optionee").
Pursuant to the Newcastle Investment Corp. Nonqualified Stock Option
and Incentive Award Plan (the "Plan"), the Optionee is hereby granted, on the
terms and conditions set forth herein (and subject to the terms and provisions
of the Plan), a nonqualified stock option (an "Option") to purchase shares of
the Company's common stock. It is intended that the Option constitute a
"nonqualified stock option" and not an "incentive stock option" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"). Any capitalized terms not defined herein shall have the meaning set
forth in the Plan.
TERMS AND CONDITIONS OF THE OPTION
1. NUMBER OF SHARES AND OPTION PRICE. The Option entitles the
Optionee to purchase 460,000 shares (the "Option Shares") at a per share
exercise price of $20.35 (the "Option Price") of the Company's common stock,
par value $.01 per share (the "Common Stock"), subject to adjustment as set
forth in the Plan. The number of Option Shares assumes the full exercise by
the underwriters of the Company's publicly registered common stock offering
expected to close on July 16, 2003, of their 15% "over-allotment" option; in
the event that such underwriters fail to exercise such over-allotment option,
the number of Option Shares shall be 400,000 plus 10% of the number of shares,
if any, in respect of which such over-allotment option is exercised.
2. PERIOD OF OPTION. This Agreement and the terms of the Option
hereunder shall commence on the date hereof (the "Date of Grant") and, unless
previously terminated pursuant to this Agreement, the Option shall terminate
upon the expiration of ten (10) years from such Date of Grant. Upon the
termination of the Option all rights of the Optionee hereunder, with respect
to the Option, shall cease.
3. CONDITIONS OF EXERCISE. Subject to the provisions of the Plan and
this Agreement, the Option shall be fully vested at all times and shall become
exercisable as to 1/30th of the shares of Common Stock subject to the Option
on the first calendar day of each of the 30 months following the Date of
Grant.
4. EXERCISE OF OPTION. The Option shall be exercised in the following
manner: the Optionee (or any subsequent party or parties having the right to
exercise the Option), shall deliver to the Company written notice specifying
the number of Option Shares to be purchased, together with either (a) cash in
an amount equal to the Option Price, (b) the number of shares of Common Stock
having a Fair Market Value (as of the date of exercise) equal to the Option
Price, or (c) any combination of cash or shares of Common Stock, the sum of
which equals the Option Price, and the Option Shares purchased shall there
upon be promptly delivered. In addition, the Optionee (or such other party)
shall be entitled to exercise the Option in any other manner permitted under
the Plan and approved by the Committee. The Optionee will not be deemed to be
a holder of any Option Shares until the date of the issuance of a stock
certificate to it for such shares and until such shares are paid for in full.
5. DISPOSITION OF OPTION SHARES. Subject to the terms of this
Agreement and the Plan, the Option and the Common Stock acquired in connection
with the exercise of the Option shall be freely transferable by the Optionee,
to the extent not prohibited by applicable laws.
6. CHANGE IN CONTROL PROVISIONS. Notwithstanding anything herein to
the contrary, the Option and any Tandem Awards granted prior to a Change in
Control shall become immediately and fully vested and exercisable upon a
Change in Control in accordance with the provisions of the Plan. For purposes
of this award, a Change in Control shall be deemed to have occurred upon the
occurrence of one or more of the events set forth in the Plan, as amended and
restated effective June 23, 2003, or if Wesley R. Edens ceases to be a member
of the Board of Directors of the Company.
7. NOTICES. Any notice required or permitted under this Agreement
shall be deemed given when delivered personally, or when deposited in a United
States Post Office, postage prepaid, addressed, as appropriate, to the
Optionee either at his address set forth below or such other address as he or
she may designate in writing to the Company, or to the Company: 1285 Avenue of
the Americas, 16th Floor, New York, New York 10020, Attention: Randal A.
Nardone (or his designee), at the Company's address or such other address as
the Company may designate in writing to the Optionee.
8. FAILURE TO ENFORCE NOT A WAIVER. The failure of the Company to
enforce at any time any provision of this Agreement shall in no way be
construed to be a waiver of such provision or of any other provision hereof.
9. GOVERNING LAW. This Agreement shall be governed by and construed
according to the laws of the State of Maryland without regard to its
principles of conflict of laws.
10. INCORPORATION OF PLAN. The Plan is hereby incorporated by
reference and made a part hereof, and the Options and this Agreement are
subject to all of the terms and conditions of the Plan.
11. AMENDMENTS. This Agreement may be amended or modified at any time
by an instrument in writing signed by the parties hereto.
12. RIGHTS AS A STOCKHOLDER. Neither the Optionee nor any successor
in interest shall have rights as a stockholder of the Company with respect to
any of the Option Shares until the date of issuance of a stock certificate for
such Option Shares.
13. AGREEMENT NOT A CONTRACT OF EMPLOYMENT. Neither the Plan, the
granting of any Option, this Option Agreement nor any other action taken
pursuant to the Plan shall constitute or be evidence of any agreement or
understanding, express or implied, that the Optionee has a right to continue
its service to the Company for any period of time at any specific rate of
compensation.
14. AUTHORITY OF THE COMMITTEE. The Committee shall have full
authority to interpret and construe the terms of the Plan and this Agreement.
The determination of the Committee as to any such matter of interpretation or
construction shall be final, binding and conclusive.
Signatures on Following Page
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Agreement on this
10th day of July, 2003.
NEWCASTLE INVESTMENT CORP.
By: /s/ Randal A. Nardone
------------------------------
Its: Secretary
------------------------------
The undersigned hereby accepts and agrees
to all the terms and provisions of the
foregoing Agreement and to all the terms
and provisions of the Plan herein
incorporated by reference.
FORTRESS PRINCIPAL INVESTMENT
HOLDINGS LLC
By: /s/ Randal A. Nardone
------------------------------
Its: Secretary
------------------------------
NEWCASTLE INVESTMENT CORP.
STOCK OPTION AGREEMENT
{PAGE}
NOTICE OF EXERCISE
__________ , 20 __
Newcastle Investment Corp.
1285 Avenue of the Americas, 16th Floor
New York, New York 10020
Attention: Randal A. Nardone
Gentlemen:
On July 10th, 2003, Fortress Principal Investment Holdings
262127
|
Newcastle
As referenced in this Nonqualified Stock Option Agreement:
NEWCASTLE INVESTMENT
CORP – NONQUALIFIED STOCK OPTION AGREEMENT
This NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), is
entered into this 10TH day of July, 2003, by and between NEWCASTLE INVESTMENT
CORP ., a Maryland corporation (the "Company"), and FORTRESS PRINCIPAL
INVESTMENT HOLDINGS LLC, a Delaware limited liability company and an affiliate
of the Manager
_____________
Newcastle Investment Corp – PRINCIPAL
INVESTMENT HOLDINGS LLC, a Delaware limited liability company and an affiliate
of the Manager of the Company (the "Optionee").
Pursuant to the Newcastle Investment Corp . Nonqualified Stock Option
and Incentive Award Plan (the "Plan"), the Optionee is hereby granted, on the
terms and conditions set forth herein (
_____________
NEWCASTLE INVESTMENT CORP – and conclusive.
Signatures on Following Page
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Agreement on this
10th day of July, 2003.
NEWCASTLE INVESTMENT CORP .
By: /s/ Randal A. Nardone
------------------------------
Its: Secretary
------------------------------
The undersigned hereby accepts and agrees
to all the terms and provisions of the
foregoing
_____________
NEWCASTLE INVESTMENT CORP – the terms
and provisions of the Plan herein
incorporated by reference.
FORTRESS PRINCIPAL INVESTMENT
HOLDINGS LLC
By: /s/ Randal A. Nardone
------------------------------
Its: Secretary
------------------------------
NEWCASTLE INVESTMENT CORP .
STOCK OPTION AGREEMENT
{PAGE}
NOTICE OF EXERCISE
__________ , 20 __
Newcastle Investment Corp.
1285 Avenue of the Americas, 16th Floor
New York,
_____________
Newcastle Investment Corp – INVESTMENT
HOLDINGS LLC
By: /s/ Randal A. Nardone
------------------------------
Its: Secretary
------------------------------
NEWCASTLE INVESTMENT CORP.
STOCK OPTION AGREEMENT
{PAGE}
NOTICE OF EXERCISE
__________ , 20 __
Newcastle Investment Corp .
1285 Avenue of the Americas, 16th Floor
New York, New York 10020
Attention: Randal A. Nardone
Gentlemen:
On July 10th, 2003, Fortress
_____________
dt 144539
| |
Preview
Full Doc
| 2003 |
Nonqualified Stock Option and Incentive Award Plan [Amended and Restated 2003]
Nonqualified Stock Option and Incentive Award Plan [Amended and Restated 2003] (50K)
Doc #262136: Click preview link for longer preview.
NEWCASTLE INVESTMENT CORP.
NONQUALIFIED STOCK OPTION AND
INCENTIVE AWARD PLAN
ADOPTED ON JUNE 6, 2002
AMENDED AND RESTATED EFFECTIVE AS OF JUNE 23, 2003
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
{S} {C} {C}
SECTION 1 PURPOSE OF PLAN; DEFINITIONS....................................................1
1.1 PURPOSE..................................................................1
1.2 DEFINITIONS..............................................................1
SECTION 2 ADMINISTRATION..................................................................5
2.1 ADMINISTRATION...........................................................5
2.2 DUTIES AND POWERS OF COMMITTEE...........................................6
2.3 MAJORITY RULE............................................................6
2.4 COMPENSATION; PROFESSIONAL ASSISTANCE; GOOD
FAITH ACTIONS............................................................6
SECTION 3 STOCK SUBJECT TO PLAN...........................................................6
3.1 NUMBER OF AND SOURCE OF SHARES...........................................6
3.2 UNREALIZED AND TANDEM AWARDS.............................................7
3.3 ADJUSTMENT OF AWARDS.....................................................7
SECTION 4 ELIGIBILITY.....................................................................8
SECTION 5 AWARDS..........................................................................8
5.1 STOCK OPTIONS............................................................8
5.2 STOCK APPRECIATION RIGHTS................................................9
5.3 RESTRICTED STOCK.........................................................9
5.4 PERFORMANCE AWARDS......................................................10
5.5 MANAGER AWARDS AND TANDEM AWARDS........................................10
5.6 AUTOMATIC NON-OFFICER DIRECTOR AWARDS...................................12
5.7 OTHER AWARDS............................................................14
SECTION 6 AWARD AGREEMENTS...............................................................14
6.1 TERMS OF AWARD AGREEMENTS...............................................14
6.2 REPLACEMENT, SUBSTITUTION, AND RELOADING................................15
6.3 SURRENDER OF OPTIONS....................................................16
SECTION 7 LOANS..........................................................................16
SECTION 8 AMENDMENT AND TERMINATION......................................................17
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C} {C}
SECTION 9 UNFUNDED STATUS OF PLAN........................................................17
SECTION 10 GENERAL PROVISIONS.............................................................17
10.1 SECURITIES LAWS COMPLIANCE..............................................17
10.2 CERTIFICATE LEGENDS.....................................................18
10.3 TRANSFER RESTRICTIONS...................................................18
10.4 COMPANY ACTIONS; NO RIGHT TO EMPLOYMENT.................................18
10.5 PAYMENT OF TAXES........................................................18
SECTION 11 EFFECTIVE DATE OF PLAN.........................................................18
SECTION 12 TERM OF PLAN...................................................................19
{/TABLE}
ii
{PAGE}
iii
{PAGE}
NEWCASTLE INVESTMENT CORP.
NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN
SECTION 1
PURPOSE OF PLAN; DEFINITIONS
1.1 Purpose. The purpose of the Plan is (a) to reinforce the long-term
commitment to the Company's success of those Non-Officer Directors, officers,
directors, employees, advisors, consultants and other personnel who are or will
be responsible for such success; to facilitate the ownership of the Company's
stock by such individuals, thereby reinforcing the identity of their interests
with those of the Company's stockholders; to assist the Company in attracting
and retaining individuals with experience and ability, (b) to compensate the
Manager for its successful efforts in raising capital for the Company and to
provide performance-based compensation in order to provide incentive to the
Manager to enhance the value of the Company's Stock and (c) to benefit the
Company's stockholders by encouraging high levels of performance by individuals
whose performance is a key element in achieving the Company's continued success.
1.2 Definitions. For purposes of the Plan, the following terms shall be
defined as set forth below:
(1) "Award" or "Awards" means an award described in Section 5 hereof.
(2) "Award Agreement" means an agreement described in Section 6 hereof
entered into between the Company and a Participant, setting forth the terms,
conditions and any limitations applicable to the Award granted to the
Participant.
(3) "Beneficial Owner" shall have the meaning set forth in Rule 13d-3
under the Exchange Act.
(4) "Board" means the Board of Directors of the Company.
(5) "Change in Control" of the Company shall be deemed to have occurred
if an event set forth in any one of the following paragraphs (i)-(iii) shall
have occurred unless prior to the occurrence of such event, the Board determines
that such event shall not constitute a Change in Control:
1
{PAGE}
(i) any Person is or becomes Beneficial Owner, directly or indirectly,
of securities of the Company representing thirty percent (30%) or
more of the combined voting power of the then outstanding securities
of the Company, excluding (A) any Person who becomes such a
Beneficial Owner in connection with a transaction described in
clause (x) of paragraph (ii) below, and (B) any Person who becomes
such a Beneficial Owner through the issuance of such securities with
respect to purchases made directly from the Company; or
(ii) the stockholders of the Company approve a merger or consolidation of
the Company with any other corporation or the issuance of voting
securities of the Company in connection with a merger or
consolidation of the Company (or any direct or indirect subsidiary
of the Company) pursuant to applicable stock exchange requirements,
other than (x) a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior to
such merger or consolidation continuing to represent (either by
remaining outstanding or by being converted into voting securities
of the surviving entity or any parent thereof) fifty percent (50%)
or more of the combined voting power of the securities of the
Company or such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation, or (y) a merger or
consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person is or becomes
the Beneficial Owner, directly or indirectly, of securities of the
Company representing thirty percent (30%) or more of the combined
voting power of the then outstanding securities of the Company; or
(iii) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or an agreement for the
sale or disposition by the Company of all or substantially all of
the assets of the Company.
(6) "Code" means the Internal Revenue Code of 1986, as amended from
time to time, or any successor statute thereto.
(7) "Commission" means Securities and Exchange Commission.
2
{PAGE}
(8) "Committee" means any committee the Board may appoint to administer
the Plan. To the extent necessary and desirable, the Committee shall be composed
entirely of individuals who meet the qualifications referred to in Section
162(m) of the Code and Rule 16b-3 under the Exchange Act. If at any time or to
any extent the Board shall not administer the Plan, then the functions of the
Board specified in the Plan shall be exercised by the Committee.
(9) "Company" means Newcastle Investment Corp., a Maryland corporation.
(10) "Effective Date" means the date provided pursuant to Section 11.
(11) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(12) "Fair Market Value" means, as of any given date, (i) the closing
price of a share of the Company's Stock on the principal exchange on which
shares of the Company's Stock are then trading, if any, on the trading day
previous to such date, or, if stock was not traded on the trading day previous
to such date, then on the next preceding trading day during which a sale
occurred; or (ii) if such Stock is not traded on an exchange but is quoted on
NASDAQ or a successor quotation system, (x) the last sales price (if the Stock
is then listed as a National Market Issue under the NASDAQ National Market
262136
|
Newcastle
As referenced in this Nonqualified Stock Option and Incentive Award Plan [Amended and Restated 2003]:
NEWCASTLE INVESTMENT CORP – DOCUMENT}
{TYPE}EX-10.4
{SEQUENCE}7
{FILENAME}y87407a1exv10w4.txt
{DESCRIPTION}NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN
{TEXT}
{PAGE}
Exhibit 10.4
NEWCASTLE INVESTMENT CORP .
NONQUALIFIED STOCK OPTION AND
INCENTIVE AWARD PLAN
ADOPTED ON JUNE 6, 2002
AMENDED AND RESTATED EFFECTIVE AS OF JUNE 23, 2003
{PAGE}
_____________
NEWCASTLE INVESTMENT CORP – 5 PAYMENT OF TAXES........................................................18
SECTION 11 EFFECTIVE DATE OF PLAN.........................................................18
SECTION 12 TERM OF PLAN...................................................................19
{/TABLE}
ii
{PAGE}
iii
{PAGE}
NEWCASTLE INVESTMENT CORP .
NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN
SECTION 1
PURPOSE OF PLAN; DEFINITIONS
1.1 Purpose. The purpose of the Plan is (
_____________
Newcastle Investment Corp – not administer the Plan, then the functions of the
Board specified in the Plan shall be exercised by the Committee.
(9) "Company" means Newcastle Investment Corp ., a Maryland corporation.
(10) "Effective Date" means the date provided pursuant to Section 11.
(11) "Exchange Act" means the Securities Exchange Act
_____________
Newcastle Investment Corp – the Company, selected by the Committee,
pursuant to the Committee's authority in Section 2 below, to receive Awards.
(21) "Plan" means this Newcastle Investment Corp . Nonqualified Stock
Option and Incentive Award Plan.
(22) "Registration Statement" means the registration statement filed
with the Securities and Exchange Commission for
_____________
dt 144548
| |
Preview
Full Doc
| 2002 |
Nonqualified Stock Option and Incentive Award Plan [Form]
Nonqualified Stock Option and Incentive Award Plan [Form] (51K)
Doc #262177: Click preview link for longer preview.
FORM OF NEWCASTLE INVESTMENT CORP.
NONQUALIFIED STOCK OPTION AND
INCENTIVE AWARD PLAN
ADOPTED [______________, 2002]
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
{S} {C}
SECTION 1 PURPOSE OF PLAN; DEFINITIONS................................................... 1
1.1 PURPOSE................................................................. 1
1.2 DEFINITIONS............................................................. 1
SECTION 2 ADMINISTRATION................................................................. 4
2.1 ADMINISTRATION.......................................................... 4
2.2 DUTIES AND POWERS OF COMMITTEE.......................................... 5
2.3 MAJORITY RULE........................................................... 5
2.4 COMPENSATION; PROFESSIONAL ASSISTANCE; GOOD
FAITH ACTIONS........................................................... 5
SECTION 3 STOCK SUBJECT TO PLAN.......................................................... 6
3.1 NUMBER OF AND SOURCE OF SHARES.......................................... 6
3.2 UNREALIZED AND TANDEM AWARDS............................................ 6
3.3 ADJUSTMENT OF AWARDS.................................................... 7
SECTION 4 ELIGIBILITY.................................................................... 7
SECTION 5 AWARDS......................................................................... 7
5.1 STOCK OPTIONS........................................................... 8
5.2 STOCK APPRECIATION RIGHTS............................................... 8
5.3 RESTRICTED STOCK........................................................ 9
5.4 PERFORMANCE AWARDS...................................................... 9
5.5 MANAGER AWARDS AND TANDEM AWARDS........................................ 10
5.6 INDEPENDENT DIRECTOR STOCK OPTIONS...................................... 11
5.7 OTHER AWARDS............................................................ 13
SECTION 6 AWARD AGREEMENTS............................................................... 13
6.1 TERMS OF AWARD AGREEMENTS............................................... 14
6.2 REPLACEMENT, SUBSTITUTION, AND RELOADING................................ 15
6.3 SURRENDER OF OPTIONS.................................................... 15
SECTION 7 LOANS.......................................................................... 16
SECTION 8 AMENDMENT AND TERMINATION...................................................... 16
{/TABLE}
i
{PAGE}
{TABLE}
{CAPTION}
{S} {C}
SECTION 9 UNFUNDED STATUS OF PLAN........................................................ 17
SECTION 10 GENERAL PROVISIONS............................................................. 17
10.1 SECURITIES LAWS COMPLIANCE.............................................. 17
10.2 CERTIFICATE LEGENDS..................................................... 17
10.3 TRANSFER RESTRICTIONS................................................... 17
10.4 COMPANY ACTIONS; NO RIGHT TO EMPLOYMENT................................. 18
10.5 PAYMENT OF TAXES........................................................ 18
SECTION 11 EFFECTIVE DATE OF PLAN......................................................... 18
SECTION 12 TERM OF PLAN................................................................... 18
{/TABLE}
ii
{PAGE}
FORM OF NEWCASTLE INVESTMENT CORP.
NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN
SECTION 1
PURPOSE OF PLAN; DEFINITIONS
1.1 Purpose. The purpose of the Plan is (a) to reinforce the
long-term commitment to the Company's success of those Independent Directors,
officers, employees, advisors, consultants and other personnel who are or will
be responsible for such success; to facilitate the ownership of the Company's
stock by such individuals, thereby reinforcing the identity of their interests
with those of the Company's stockholders; to assist the Company in attracting
and retaining individuals with experience and ability, (b) to compensate the
Manager for its successful efforts in raising capital for the Company and to
provide performance-based compensation in order to provide incentive to the
Manager to enhance the value of the Company's Stock and (c) to benefit the
Company's stockholders by encouraging high levels of performance by individuals
whose performance is a key element in achieving the Company's continued success.
1.2 Definitions. For purposes of the Plan, the following terms
shall be defined as set forth below:
(a) "Award" or "Awards" means an award described in
Section 5 hereof.
(b) "Award Agreement" means an agreement described in
Section 6 hereof entered into between the Company and a Participant, setting
forth the terms, conditions and any limitations applicable to the Award granted
to the Participant.
(c) "Beneficial Owner" shall have the meaning set
forth in Rule 13d-3 under the Exchange Act.
(d) "Board" means the Board of Directors of the
Company.
(e) "Change in Control" of the Company shall be
deemed to have occurred if an event set forth in any one of the following
paragraphs (i)-(iii) shall
1
{PAGE}
have occurred unless prior to the occurrence of such event, the Board determines
that such event shall not constitute a Change in Control:
(i) any Person is or becomes Beneficial Owner, directly or
indirectly, of securities of the Company representing thirty
percent (30%) or more of the combined voting power of the then
outstanding securities of the Company, excluding (A) any
Person who becomes such a Beneficial Owner in connection with
a transaction described in clause (x) of paragraph (ii) below,
and (B) any Person who becomes such a Beneficial Owner through
the issuance of such securities with respect to purchases made
directly from the Company; or
(ii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation or the
issuance of voting securities of the Company in connection
with a merger or consolidation of the Company (or any direct
or indirect subsidiary of the Company) pursuant to applicable
stock exchange requirements, other than (x) a merger or
consolidation which would result in the voting securities of
the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of
the surviving entity or any parent thereof) fifty percent
(50%) or more of the combined voting power of the securities
of the Company or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation, or
(y) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in
which no Person is or becomes the Beneficial Owner, directly
or indirectly, of securities of the Company representing
thirty percent (30%) or more of the combined voting power of
the then outstanding securities of the Company; or
(iii) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or an agreement for
the sale or disposition by the Company of all or substantially
all of the assets of the Company.
(f) "Code" means the Internal Revenue Code of 1986,
as amended from time to time, or any successor statute thereto.
2
{PAGE}
(g) "Commission" means Securities and Exchange
Commission.
(h) "Committee" means any committee the Board may
appoint to administer the Plan. To the extent necessary and desirable, the
Committee shall be composed entirely of individuals who meet the qualifications
referred to in Section 162(m) of the Code and Rule 16b-3 under the Exchange Act.
If at any time or to any extent the Board shall not administer the Plan, then
the functions of the Board specified in the Plan shall be exercised by the
Committee.
(i) "Company" means Newcastle Investment Corp., a
Maryland corporation.
(j) "Effective Date" means the date provided pursuant
to Section 11.
(k) "Exchange Act" means the Securities Exchange Act
of 1934, as amended.
(l) "Fair Market Value" means, as of any given date,
(i) the closing price of a share of the Company's Stock on the principal
exchange on which shares of the Company's Stock are then trading, if any, on the
trading day previous to such date, or, if stock was not traded on the trading
day previous to such date, then on the next preceding trading day during which a
sale occurred; or (ii) if such Stock is not traded on an exchange but is quoted
on NASDAQ or a successor quotation system, (x) the last sales price (if the
Stock is then listed as a National Market Issue under the NASDAQ National Market
System) or (y) the mean between the closing representative bid and asked prices
262177
|
Newcastle
As referenced in this Nonqualified Stock Option and Incentive Award Plan [Form]:
NEWCASTLE INVESTMENT CORP – EX-10.4
{SEQUENCE}3
{FILENAME}y61286a1exv10w4.txt
{DESCRIPTION}NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN
{TEXT}
{PAGE}
EXHIBIT 10.4
FORM OF NEWCASTLE INVESTMENT CORP .
NONQUALIFIED STOCK OPTION AND
INCENTIVE AWARD PLAN
ADOPTED [______________, 2002]
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
{S} {C}
SECTION 1 PURPOSE
_____________
NEWCASTLE INVESTMENT CORP – 5 PAYMENT OF TAXES........................................................ 18
SECTION 11 EFFECTIVE DATE OF PLAN......................................................... 18
SECTION 12 TERM OF PLAN................................................................... 18
{/TABLE}
ii
{PAGE}
FORM OF NEWCASTLE INVESTMENT CORP .
NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN
SECTION 1
PURPOSE OF PLAN; DEFINITIONS
1.1 Purpose. The purpose of the Plan is (
_____________
Newcastle Investment Corp – not administer the Plan, then
the functions of the Board specified in the Plan shall be exercised by the
Committee.
(i) "Company" means Newcastle Investment Corp ., a
Maryland corporation.
(j) "Effective Date" means the date provided pursuant
to Section 11.
(k) "Exchange Act" means the Securities Exchange Act
_____________
Newcastle Investment Corp – Company, selected by
the Committee, pursuant to the Commit tee's authority in Section 2 below, to
receive Awards.
(r) "Plan" means this Newcastle Investment Corp .
Nonqualified Stock Option and Incentive Award Plan.
(s) "Registration Statement" means the registration
statement filed with the Securities and Exchange Commission for
_____________
dt 144588
| |
Preview
Full Doc
| 2002 |
Nonqualified Stock Option Agreement [Form]
Nonqualified Stock Option Agreement [Form] (11K)
Doc #262178: Click preview link for longer preview.
FORM OF NONQUALIFIED STOCK OPTION AGREEMENT
This NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement"),
is entered into this day of , 2002, by and between NEWCASTLE INVESTMENT CORP., a
Maryland corporation (the "Company"), and FORTRESS PRINCIPAL INVESTMENT HOLDINGS
LLC, a Delaware limited liability company and an affiliate of the Manager of the
Company (the "Optionee").
Pursuant to the Newcastle Investment Corp. Nonqualified Stock
Option and Incentive Award Plan (the "Plan"), the Optionee is hereby granted, on
the terms and conditions set forth herein (and subject to the terms and
provisions of the Plan), a nonqualified stock option (an "Option") to purchase
shares of the Company's common stock. It is intended that the Option constitute
a "nonqualified stock option" and not an "incentive stock option" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"). This grant is subject to and conditioned upon the Optionee's agreement
to waive its right to the grant of an option upon the additional issuance of
equity interests in the Company pursuant to that certain offering memorandum
filed as of February 2002 (the "IPO") as provided for under section 5.5(b) of
the Plan, and, the Manager hereby waives such right. Any capitalized terms not
defined herein shall have the meaning set forth in the Plan.
TERMS AND CONDITIONS OF THE OPTION
1. NUMBER OF SHARES AND OPTION PRICE. The Option entitles the
Optionee to purchase [that number of shares of Newcastle stock equal to 10% of
the shares being sold in the IPO] shares (the "Option Shares") at a per share
exercise price of [the initial offering price of the shares sold in the IPO]
(the "Option Price") of the Company's common stock, par value $.01 per share
(the "Common Stock"), subject to adjustment as set forth in the Plan.
2. PERIOD OF OPTION. This Agreement and the terms of the
Option hereunder shall commence on the date hereof (the "Date of Grant") and,
unless previously terminated pursuant to this Agreement, the Option shall
terminate upon the expiration of ten (10) years from such Date of Grant.
1
{PAGE}
Upon the termination of the Option all rights of the Optionee hereunder, with
respect to the Option, shall cease.
3. CONDITIONS OF EXERCISE. Subject to the provisions of the
Plan and this Agreement, the Option shall be fully vested at all times and shall
become exercisable as to 1/30th of the shares of Common Stock subject to the
Option on the first calendar day of each of the 30 months following the Date of
Grant.
4. EXERCISE OF OPTION. The Option shall be exercised in the
following manner: the Optionee (or any subsequent party or parties having the
right to exercise the Option), shall deliver to the Company written notice
specifying the number of Option Shares to be purchased, together with either (a)
cash in an amount equal to the Option Price, (b) the number of shares of Common
Stock having a Fair Market Value (as of the date of exercise) equal to the
Option Price, or (c) any combination of cash or shares of Common Stock, the sum
of which equals the Option Price, and the Option Shares purchased shall there
upon be promptly delivered. In addition, the Optionee (or such other party)
shall be entitled to exercise the Option in any other manner permitted under the
Plan and approved by the Committee. The Optionee will not be deemed to be a
holder of any Option Shares until the date of the issuance of a stock
certificate to it for such shares and until such shares are paid for in full.
5. DISPOSITION OF OPTION SHARES. Subject to the
terms of this Agreement and the Plan, the Option and the Common
Stock acquired in connection with the exercise of the Option shall be
freely transferable by the Optionee, to the extent not prohibited by
applicable laws.
6. CHANGE IN CONTROL PROVISIONS. Notwithstanding anything
herein to the contrary, the Option and any Tandem Awards granted prior to a
Change in Control shall become immediately and fully vested and exercisable upon
a Change in Control in accordance with the provisions of the Plan. For purposes
of this award, a Change in Control shall be deemed to have occurred upon the
occurrence of one or more of the events set forth in the Plan, as amended and
restated effective January 1, 2002, or if Wesley R. Edens ceases to be a member
of the Board of Directors of the Company.
7. NOTICES. Any notice required or permitted under this
Agreement shall be deemed given when delivered personally, or when deposited in
a United States Post Office, postage prepaid, addressed, as
2
{PAGE}
appropriate, to the Optionee either at his address set forth below or such other
address as he or she may designate in writing to the Company, or to the Company:
1301 Avenue of the Americas, 42nd Floor, New York, New York 10019, Attention:
Randal A. Nardone (or his designee), at the Company's address or such other
address as the Company may designate in writing to the Optionee.
8. FAILURE TO ENFORCE NOT A WAIVER. The failure of
the Company to enforce at any time any provision of this Agreement
shall in no way be construed to be a waiver of such provision or of any
other provision hereof.
9. GOVERNING LAW. This Agreement shall be
governed by and construed according to the laws of the State of Maryland
without regard to its principles of conflict of laws.
10. INCORPORATION OF PLAN. The Plan is hereby
incorporated by reference and made a part hereof, and the Options and this
Agreement are subject to all of the terms and conditions of the Plan.
11. AMENDMENTS. This Agreement may be amended
or modified at any time by an instrument in writing signed by the parties
hereto.
12. RIGHTS AS A STOCKHOLDER. Neither the Optionee nor any
successor in interest shall have rights as a stockholder of the Company with
respect to any of the Option Shares until the date of issuance of a stock
certificate for such Option Shares.
13. AGREEMENT NOT A CONTRACT OF EMPLOYMENT. Neither the Plan,
the granting of any Option, this Option Agreement nor any other action taken
pursuant to the Plan shall constitute or be evidence of any agreement or
understanding, express or implied, that the Optionee has a right to continue its
service to the Company for any period of time at any specific rate of
compensation.
14. AUTHORITY OF THE COMMITTEE. The Committee shall have full
authority to interpret and construe the terms of the Plan and this Agreement.
The determination of the Committee as to any such matter of interpretation or
construction shall be final, binding and conclusive.
3
{PAGE}
Signatures on Following Page
4
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Agreement
on this __ day of _____ , 20 .
NEWCASTLE INVESTMENT CORP.
By: ___________________________
Its:____________________________
The undersigned hereby accepts and agrees to
all the terms and provisions of the
foregoing Agreement and to all the terms and
pro visions of the Plan herein incorporated
by reference.
FORTRESS PRINCIPAL INVESTMENT
HOLDINGS LLC
By: ________________________________
Its: ________________________________
5
{PAGE}
FORM OF NEWCASTLE INVESTMENT CORP.
STOCK OPTION AGREEMENT
NOTICE OF EXERCISE
__________ , 20 __
Newcastle Investment Corp.
1301 Avenue of the Americas
42nd Floor
New York, New York 10019
Attention: Randal A. Nardone
Gentlemen:
On _____ __, 2002, Fortress Principal Investment Holdings LLC,
262178
|
Newcastle
As referenced in this Nonqualified Stock Option Agreement [Form]:
NEWCASTLE INVESTMENT CORP – FORM OF NONQUALIFIED STOCK OPTION AGREEMENT
This NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement"),
is entered into this day of , 2002, by and between NEWCASTLE INVESTMENT CORP ., a
Maryland corporation (the "Company"), and FORTRESS PRINCIPAL INVESTMENT HOLDINGS
LLC, a Delaware limited liability company and an affiliate of the Manager
_____________
Newcastle Investment Corp – PRINCIPAL INVESTMENT HOLDINGS
LLC, a Delaware limited liability company and an affiliate of the Manager of the
Company (the "Optionee").
Pursuant to the Newcastle Investment Corp . Nonqualified Stock
Option and Incentive Award Plan (the "Plan"), the Optionee is hereby granted, on
the terms and conditions set forth herein (
_____________
NEWCASTLE INVESTMENT CORP – PAGE}
Signatures on Following Page
4
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Agreement
on this __ day of _____ , 20 .
NEWCASTLE INVESTMENT CORP .
By: ___________________________
Its:____________________________
The undersigned hereby accepts and agrees to
all the terms and provisions of the
foregoing Agreement and to
_____________
NEWCASTLE INVESTMENT CORP – and
pro visions of the Plan herein incorporated
by reference.
FORTRESS PRINCIPAL INVESTMENT
HOLDINGS LLC
By: ________________________________
Its: ________________________________
5
{PAGE}
FORM OF NEWCASTLE INVESTMENT CORP .
STOCK OPTION AGREEMENT
NOTICE OF EXERCISE
__________ , 20 __
Newcastle Investment Corp.
1301 Avenue of the Americas
42nd Floor
New York, New
_____________
Newcastle Investment Corp – INVESTMENT
HOLDINGS LLC
By: ________________________________
Its: ________________________________
5
{PAGE}
FORM OF NEWCASTLE INVESTMENT CORP.
STOCK OPTION AGREEMENT
NOTICE OF EXERCISE
__________ , 20 __
Newcastle Investment Corp .
1301 Avenue of the Americas
42nd Floor
New York, New York 10019
Attention: Randal A. Nardone
Gentlemen:
On _____ __, 2002, Fortress
_____________
dt 144589
| |
Preview
Full Doc
| 2002 |
Nonqualified Stock Option Agreement
Nonqualified Stock Option Agreement (10K)
Doc #262195: Click preview link for longer preview.
NONQUALIFIED STOCK OPTION AGREEMENT
This NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), is
entered into this day of , 2002, by and between NEWCASTLE INVESTMENT CORP., a
Maryland corporation (the "Company"), and FORTRESS PRINCIPAL INVESTMENT HOLDINGS
LLC, a Delaware limited liability company and an affiliate of the Manager of the
Company (the "Optionee").
Pursuant to the Newcastle Investment Corp. Nonqualified Stock Option
and Incentive Award Plan (the "Plan"), the Optionee is hereby granted, on the
terms and conditions set forth herein (and subject to the terms and provisions
of the Plan), a nonqualified stock option (an "Option") to purchase shares of
the Company's common stock. It is intended that the Option constitute a
"nonqualified stock option" and not an "incentive stock option" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"). This grant is subject to and conditioned upon the Optionee's agreement
to waive its right to the grant of an option upon the additional issuance of
equity interests in the Company pursuant to that certain offering memorandum
filed as of February 2002 (the "IPO") as provided for under section 5.5(b) of
the Plan, and, the Manager hereby waives such right. Any capitalized terms not
defined herein shall have the meaning set forth in the Plan.
TERMS AND CONDITIONS OF THE OPTION
1. NUMBER OF SHARES AND OPTION PRICE. The Option entitles the
Optionee to purchase [that number of shares of Newcastle stock equal to 10% of
the shares being sold in the IPO] shares (the "Option Shares") at a per share
exercise price of [the initial offering price of the shares sold in the IPO]
(the "Option Price") of the Company's common stock, par value $.01 per share
(the "Common Stock"), subject to adjustment as set forth in the Plan.
2. PERIOD OF OPTION. This Agreement and the terms of the Option
hereunder shall commence on the date hereof (the "Date of Grant") and, unless
previously terminated pursuant to this Agreement, the Option shall terminate
upon the expiration of ten (10) years from
{PAGE}
such Date of Grant. Upon the termination of the Option all rights of the
Optionee hereunder, with respect to the Option, shall cease.
3. CONDITIONS OF EXERCISE. Subject to the provisions of the Plan and
this Agreement, the Option shall be fully vested at all times and shall become
exercisable as to 1/30th of the shares of Common Stock subject to the Option on
the first calendar day of each of the 30 months following the Date of Grant.
4. EXERCISE OF OPTION. The Option shall be exercised in the
following manner: the Optionee (or any subsequent party or parties having the
right to exercise the Option), shall deliver to the Company written notice
specifying the number of Option Shares to be purchased, together with either (a)
cash in an amount equal to the Option Price, (b) the number of shares of Common
Stock having a Fair Market Value (as of the date of exercise) equal to the
Option Price, or (c) any combination of cash or shares of Common Stock, the sum
of which equals the Option Price, and the Option Shares purchased shall there
upon be promptly delivered. In addition, the Optionee (or such other party)
shall be entitled to exercise the Option in any other manner permitted under the
Plan and approved by the Committee. The Optionee will not be deemed to be a
holder of any Option Shares until the date of the issuance of a stock
certificate to it for such shares and until such shares are paid for in full.
5. DISPOSITION OF OPTION SHARES. Subject to the terms of this
Agreement and the Plan, the Option and the Common Stock acquired in connection
with the exercise of the Option shall be freely transferable by the Optionee, to
the extent not prohibited by applicable laws.
6. CHANGE IN CONTROL PROVISIONS. Notwithstanding anything herein to
the contrary, the Option and any Tandem Awards granted prior to a Change in
Control shall become immediately and fully vested and exercisable upon a Change
in Control in accordance with the provisions of the Plan. For purposes of this
award, a Change in Control shall be deemed to have occurred upon the occurrence
of one or more of the events set forth in the Plan, as amended and restated
effective January 1, 2002, or if Wesley R. Edens ceases to be a member of the
Board of Directors of the Company.
2
{PAGE}
7. NOTICES. Any notice required or permitted under this Agreement
shall be deemed given when delivered personally, or when deposited in a United
States Post Office, postage prepaid, addressed, as appropriate, to the Optionee
either at his address set forth below or such other address as he or she may
designate in writing to the Company, or to the Company: 1301 Avenue of the
Americas, 42nd Floor, New York, New York 10019, Attention: Randal A. Nardone (or
his designee), at the Company's address or such other address as the Company may
designate in writing to the Optionee.
8. FAILURE TO ENFORCE NOT A WAIVER. The failure of the Company to
enforce at any time any provision of this Agreement shall in no way be construed
to be a waiver of such provision or of any other provision hereof.
9. GOVERNING LAW. This Agreement shall be governed by and construed
according to the laws of the State of Maryland without regard to its principles
of conflict of laws.
10. INCORPORATION OF PLAN. The Plan is hereby incorporated by
reference and made a part hereof, and the Options and this Agreement are subject
to all of the terms and conditions of the Plan.
11. AMENDMENTS. This Agreement may be amended or modified at any
time by an instrument in writing signed by the parties hereto.
12. RIGHTS AS A STOCKHOLDER. Neither the Optionee nor any successor
in interest shall have rights as a stockholder of the Company with respect to
any of the Option Shares until the date of issuance of a stock certificate for
such Option Shares.
13. AGREEMENT NOT A CONTRACT OF EMPLOYMENT. Neither the Plan, the
granting of any Option, this Option Agreement nor any other action taken
pursuant to the Plan shall constitute or be evidence of any agreement or
understanding, express or implied, that the Optionee has a right to continue its
service to the Company for any period of time at any specific rate of
compensation.
3
{PAGE}
14. AUTHORITY OF THE COMMITTEE. The Committee shall have full
authority to interpret and construe the terms of the Plan and this Agreement.
The determination of the Committee as to any such matter of interpretation or
construction shall be final, binding and conclusive.
Signatures on Following Page
4
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Agreement on this __
day of _____ , 20__.
NEWCASTLE INVESTMENT CORP.
By: ___________________________
Its:____________________________
The undersigned hereby accepts and agrees to
all the terms and provisions of the
foregoing Agreement and to all the terms and
pro visions of the Plan herein incorporated
by reference.
FORTRESS PRINCIPAL INVESTMENT
HOLDINGS LLC
By: ________________________________
Its: ________________________________
5
{PAGE}
NEWCASTLE INVESTMENT CORP.
STOCK OPTION AGREEMENT
NOTICE OF EXERCISE
______, 20 __
Newcastle Investment Corp.
1301 Avenue of the Americas
42nd Floor
New York, New York 10019
Attention: Randal A. Nardone
Gentlemen:
On _____ __, 2002, Fortress Principal Investment Holdings LLC, an
262195
|
Newcastle
As referenced in this Nonqualified Stock Option Agreement:
NEWCASTLE INVESTMENT CORP – 10.7
NONQUALIFIED STOCK OPTION AGREEMENT
This NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), is
entered into this day of , 2002, by and between NEWCASTLE INVESTMENT CORP ., a
Maryland corporation (the "Company"), and FORTRESS PRINCIPAL INVESTMENT HOLDINGS
LLC, a Delaware limited liability company and an affiliate of the Manager
_____________
Newcastle Investment Corp – PRINCIPAL INVESTMENT HOLDINGS
LLC, a Delaware limited liability company and an affiliate of the Manager of the
Company (the "Optionee").
Pursuant to the Newcastle Investment Corp . Nonqualified Stock Option
and Incentive Award Plan (the "Plan"), the Optionee is hereby granted, on the
terms and conditions set forth herein (
_____________
NEWCASTLE INVESTMENT CORP – conclusive.
Signatures on Following Page
4
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Agreement on this __
day of _____ , 20__.
NEWCASTLE INVESTMENT CORP .
By: ___________________________
Its:____________________________
The undersigned hereby accepts and agrees to
all the terms and provisions of the
foregoing Agreement and to
_____________
NEWCASTLE INVESTMENT CORP – the terms and
pro visions of the Plan herein incorporated
by reference.
FORTRESS PRINCIPAL INVESTMENT
HOLDINGS LLC
By: ________________________________
Its: ________________________________
5
{PAGE}
NEWCASTLE INVESTMENT CORP .
STOCK OPTION AGREEMENT
NOTICE OF EXERCISE
______, 20 __
Newcastle Investment Corp.
1301 Avenue of the Americas
42nd Floor
New York, New
_____________
Newcastle Investment Corp – FORTRESS PRINCIPAL INVESTMENT
HOLDINGS LLC
By: ________________________________
Its: ________________________________
5
{PAGE}
NEWCASTLE INVESTMENT CORP.
STOCK OPTION AGREEMENT
NOTICE OF EXERCISE
______, 20 __
Newcastle Investment Corp .
1301 Avenue of the Americas
42nd Floor
New York, New York 10019
Attention: Randal A. Nardone
Gentlemen:
On _____ __, 2002, Fortress
_____________
dt 144605
;
| |
Preview
Full Doc
| 2002 |
Nonqualified Stock Option and Incentive Award Plan [Amended and Restated 2002]
Nonqualified Stock Option and Incentive Award Plan [Amended and Restated 2002] (52K)
Doc #262207: Click preview link for longer preview.
NEWCASTLE INVESTMENT CORP.
NONQUALIFIED STOCK OPTION AND
INCENTIVE AWARD PLAN
ADOPTED JUNE 4, 1998
AMENDED AND RESTATED AS OF JANUARY 1, 2002
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
----
{S} {C}
SECTION 1:
PURPOSE OF PLAN; DEFINITIONS.............................................................. 1
1.1 PURPOSE................................................................. 1
1.2 DEFINITIONS............................................................. 1
SECTION 2:
ADMINISTRATION............................................................................ 5
2.1 ADMINISTRATION.......................................................... 5
2.2 DUTIES AND POWERS OF COMMITTEE.......................................... 5
2.3 MAJORITY RULE........................................................... 6
2.4 COMPENSATION; PROFESSIONAL ASSISTANCE; GOOD
FAITH ACTIONS........................................................... 6
SECTION 3:
STOCK SUBJECT TO PLAN..................................................................... 7
3.1 NUMBER OF AND SOURCE OF SHARES.......................................... 7
3.2 UNREALIZED AND TANDEM AWARDS............................................ 7
3.3 ADJUSTMENT OF AWARDS.................................................... 8
SECTION 4:
ELIGIBILITY............................................................................... 8
SECTION 5:
AWARDS.................................................................................... 9
5.1 STOCK OPTIONS........................................................... 9
5.2 STOCK APPRECIATION RIGHTS............................................... 9
5.3 RESTRICTED STOCK........................................................ 10
5.4 PERFORMANCE AWARDS...................................................... 11
5.5 MANAGER AWARDS AND TANDEM AWARDS........................................ 11
5.6 INDEPENDENT DIRECTOR STOCK OPTIONS...................................... 13
5.7 OTHER AWARDS............................................................ 15
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C}
SECTION 6:
AWARD AGREEMENTS.......................................................................... 15
6.1 TERMS OF AWARD AGREEMENTS............................................... 15
6.2 REPLACEMENT, SUBSTITUTION, AND RELOADING................................ 17
6.3 SURRENDER OF OPTIONS.................................................... 17
SECTION 7:
LOANS..................................................................................... 18
SECTION 8:
AMENDMENT AND TERMINATION................................................................. 19
SECTION 9:
UNFUNDED STATUS OF PLAN................................................................... 19
SECTION 10:
GENERAL PROVISIONS........................................................................ 19
10.1 CERTIFICATE LEGENDS..................................................... 19
10.2 TRANSFER RESTRICTIONS................................................... 19
10.3 COMPANY ACTIONS;
NO RIGHT TO EMPLOYMENT.................................................. 20
10.4 PAYMENT OF TAXES........................................................ 20
SECTION 11:
EFFECTIVE DATE OF PLAN.................................................................... 21
SECTION 12:
TERM OF PLAN.............................................................................. 20
{/TABLE}
ii
{PAGE}
NEWCASTLE INVESTMENT CORP.
NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN
SECTION 1
PURPOSE OF PLAN; DEFINITIONS
1.1 Purpose. The purpose of the Plan is (a) to reinforce the
long-term commitment to the Company's success of those Independent Directors,
officers, employees, advisors, consultants and other personnel who are or will
be responsible for such success; to facilitate the ownership of the Company's
stock by such individuals, thereby reinforcing the identity of their interests
with those of the Company's stockholders; to assist the Company in attracting
and retaining individuals with experience and ability, (b) to compensate the
Manager for its successful efforts in raising capital for the Company and to
provide performance-based compensation in order to provide incentive to the
Manager to enhance the value of the Company's Stock and (c) to benefit the
Company's stockholders by encouraging high levels of performance by individuals
whose performance is a key element in achieving the Company's continued success.
1.2 Definitions. For purposes of the Plan, the following
terms shall be defined as set forth below:
(a) "Award" or "Awards" means an award described
in Section 5 hereof.
(b) "Award Agreement" means an agreement described
in Section 6 hereof entered into between the Company and a Participant, setting
forth the terms, conditions and any limitations applicable to the Award granted
to the Participant.
(c) "Beneficial Owner" shall have the meaning set
forth in Rule 13d-3 under the Exchange Act.
(d) "Board" means the Board of Directors of the
Company.
1
{PAGE}
(e) "Change in Control" of the Company shall be
deemed to have occurred if an event set forth in any one of the following
paragraphs (i)-(iii) shall have occurred unless prior to the occurrence of such
event, the Board determines that such event shall not constitute a Change in
Control:
(i) any Person is or becomes Beneficial Owner, directly or
indirectly, of securities of the Company representing thirty
percent (30%) or more of the combined voting power of the then
outstanding securities of the Company, excluding (A) any
Person who becomes such a Beneficial Owner in connection with
a transaction described in clause (x) of paragraph (iii)
below, and (B) any Person who becomes such a Beneficial Owner
through the issuance of such securities with respect to
purchases made directly from the Company; or
(ii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation or the
issuance of voting securities of the Company in connection
with a merger or consolidation of the Company (or any direct
or indirect subsidiary of the Company) pursuant to applicable
stock exchange requirements, other than (x) a merger or
consolidation which would result in the voting securities of
the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of
the surviving entity or any parent thereof) more than fifty
percent (50%) of the combined voting power of the securities
of the Company or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation,
or (y) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in
which no Person is or becomes the Beneficial Owner, directly
or indirectly, of securities of the Company representing
thirty percent (30%) or more of the combined voting power of
the then outstanding securities of the Company; or
(iii) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or an agreement for
the sale or disposition by the Company of all or substantially
all of the assets of the Company.
2
{PAGE}
(f) "Closing Date" means June 10, 1998, the closing
date of the offering of shares of common stock of the Company pursuant to the
"Offering," as described in the Offering Memorandum.
(g) "Code" means the Internal Revenue Code of 1986,
as amended from time to time, or any successor statute thereto.
(h) "Commission" means Securities and Exchange
Commission.
(i) "Committee" means a committee established by the
Board to administer the Plan and shall include no less than two (2)
"non-employee directors", as defined in Rule 16b-3, and such other individuals
as the Board shall designate. The composition of the commit tee shall fulfill
any applicable requirements of Rule 16b-3 as promulgated by the Commission under
the Exchange Act, and as such Rule may be amended from time to time, or any
successor definition adopted by the Commission. If at any time the Committee
shall not administer the Plan, then the functions of the Committee specified in
the Plan shall be exercised by the Board.
(j) "Company" means Newcastle Investment Corp., a
Maryland corporation.
(k) "Effective Date" means the date provided pursuant
to Section 11.
(l) "Exchange Act" means the Securities Exchange Act
of 1934, as amended.
(m) "Fair Market Value" means, as of any given date,
(A) the closing price of a share of the Company's Stock on the principal
exchange on which shares of the Company's Stock are then trading, if any, on the
trading day previous to such date, or, if stock was not traded on the trading
262207
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Newcastle
As referenced in this Nonqualified Stock Option and Incentive Award Plan [Amended and Restated 2002]:
NEWCASTLE INVESTMENT CORP – TYPE}EX-10.5
{SEQUENCE}9
{FILENAME}y54018a2ex10-5.txt
{DESCRIPTION}NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN
{TEXT}
{PAGE}
Exhibit 10.5
NEWCASTLE INVESTMENT CORP .
NONQUALIFIED STOCK OPTION AND
INCENTIVE AWARD PLAN
ADOPTED JUNE 4, 1998
AMENDED AND RESTATED AS OF JANUARY 1, 2002
{PAGE}
TABLE OF
_____________
NEWCASTLE INVESTMENT CORP – 20
10.4 PAYMENT OF TAXES........................................................ 20
SECTION 11:
EFFECTIVE DATE OF PLAN.................................................................... 21
SECTION 12:
TERM OF PLAN.............................................................................. 20
{/TABLE}
ii
{PAGE}
NEWCASTLE INVESTMENT CORP .
NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN
SECTION 1
PURPOSE OF PLAN; DEFINITIONS
1.1 Purpose. The purpose of the Plan is (
_____________
Newcastle Investment Corp – not administer the Plan, then the functions of the Committee specified in
the Plan shall be exercised by the Board.
(j) "Company" means Newcastle Investment Corp ., a
Maryland corporation.
(k) "Effective Date" means the date provided pursuant
to Section 11.
(l) "Exchange Act" means the Securities Exchange Act
_____________
Newcastle Investment Corp – the Company, selected by the
Committee, pursuant to the Committee's authority in Section 2 below, to receive
Awards.
(w) "Plan" means this Newcastle Investment Corp .
Nonqualified Stock Option and Incentive Award Plan.
(x) "Stock" means the Common Stock, par value $.01
per share, of the Company.
(y) "
_____________
dt 144616
;
| |
Preview
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| 2003 |
Opinion Letter Re: Registration Statement on Form S-3
Opinion Letter Re: Registration Statement on Form S-3 (14K)
Doc #262123: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-5.2
{SEQUENCE}7
{FILENAME}y90543a1exv5w2.txt
{DESCRIPTION}OPINION RE LEGALITY
{TEXT}
{PAGE}
Exhibit 5.2
October 29, 2003
Newcastle Investment Corp.
1251 Avenue of the Americas
16th Floor
New York, New York 10020
Re: Newcastle Investment Corp.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special New York counsel to Newcastle Investment Corp., a
Maryland corporation (the "Company"), in connection with the registration
statement on Form S-3, Registration No. 333-109597 (the "Registration
Statement"), to be filed by the Company with the Securities and Exchange
Commission (the "Commission") on the date hereof under the Securities Act of
1933, as amended (the "Act"). The Registration Statement relates to the issuance
and sale from time to time, pursuant to Rule 415 of the rules and regulations
under the Act, of securities of the Company for aggregate proceeds of up to
$750,000,000, consisting of: shares of common stock, $0.01 par value per share
(the "Common Stock"); shares of preferred stock, $0.01 par value per share (the
"Preferred Stock"); depositary shares representing shares of Preferred Stock
(the "Depositary Shares"); senior debt securities (the "Senior Debt
Securities"); subordinated debt securities (the "Subordinated Debt Securities"
and, together with the Senior Debt Securities, the "Debt Securities"); and
warrants to purchase debt or equity securities (the "Debt Warrants" and the
"Stock Warrants", respectively, and together, the "Warrants"). The Senior Debt
Securities and the Subordinated Debt Securities are to be issued under the
Senior Indenture, proposed to be entered into between the Company and the
trustee to be named therein, and the Subordinated Indenture, proposed to be
entered into between the Company and the trustee to be named therein,
respectively, a form of each of which is each filed as an exhibit to the
Registration Statement (collectively, the "Indentures" and each trustee, a
"Trustee"). The Warrants are to be issued pursuant to a Warrant Agreement,
proposed to be entered into between the Company and a warrant agent to be named
therein (the "Warrant Agent"), a form of which is filed as an exhibit to the
{PAGE}
Newcastle Investment Corp.
Page 2
Registration Statement (the "Warrant Agreement"). The Common Stock, Preferred
Stock, Depositary Shares, Debt Securities and Warrants are collectively referred
to herein as the "Offered Securities".
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement; (ii) a form of Senior Indenture; (iii) a form of Subordinated
Indenture; and (iv) a form of Warrant Agreement. We have also examined originals
or copies, certified or otherwise identified to our satisfaction, of such
records of the Company and such agreements, certificates of public officials,
262123
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Newcastle
As referenced in this Opinion Letter Re: Registration Statement on Form S-3:
Newcastle Investment Corp – {DOCUMENT}
{TYPE}EX-5.2
{SEQUENCE}7
{FILENAME}y90543a1exv5w2.txt
{DESCRIPTION}OPINION RE LEGALITY
{TEXT}
{PAGE}
Exhibit 5.2
October 29, 2003
Newcastle Investment Corp .
1251 Avenue of the Americas
16th Floor
New York, New York 10020
Re: Newcastle Investment Corp.
Registration Statement on Form S-3
_____________
Newcastle Investment Corp – PAGE}
Exhibit 5.2
October 29, 2003
Newcastle Investment Corp.
1251 Avenue of the Americas
16th Floor
New York, New York 10020
Re: Newcastle Investment Corp .
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special New York counsel to Newcastle Investment Corp., a
_____________
Newcastle Investment Corp – 10020
Re: Newcastle Investment Corp.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special New York counsel to Newcastle Investment Corp ., a
Maryland corporation (the "Company"), in connection with the registration
statement on Form S-3, Registration No. 333-109597 (the "Registration
Statement"),
_____________
Newcastle Investment Corp – and a warrant agent to be named
therein (the "Warrant Agent"), a form of which is filed as an exhibit to the
{PAGE}
Newcastle Investment Corp .
Page 2
Registration Statement (the "Warrant Agreement"). The Common Stock, Preferred
Stock, Depositary Shares, Debt Securities and Warrants are collectively referred
to
_____________
Newcastle Investment Corp – the Indentures and the Warrant Agreement is a valid and
legal provision. We have also assumed that the Indentures and the Warrant
{PAGE}
Newcastle Investment Corp .
Page 3
Agreement will be duly authorized, executed and delivered by the Trustees and
the Warrant Agent, respectively, and that any Debt
_____________
dt 144535
;
|
Skadden
As referenced in this Opinion Letter Re: Registration Statement on Form S-3:
SKADDEN, ARPS – you
of any subsequent changes of the facts stated or assumed herein or any
subsequent changes in applicable law.
Very truly yours,
/s/ SKADDEN, ARPS , SLATE, MEAGHER &
FLOM LLP
{/TEXT}
{/DOCUMENT}
_____________
dt 142008
|
Preview
Full Doc
| 2003 |
Opinion Letter Re: Certain Federal Income Tax Matters
Opinion Letter Re: Certain Federal Income Tax Matters (106K)
Doc #262124: Click preview link for longer preview.
[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
October 28, 2003
Newcastle Investment Corp.
1251 Avenue of Americas
New York, New York 10020
Re: Certain Federal Income Tax Matters
Ladies and Gentlemen:
You have requested our opinion concerning certain Federal income tax
consequences of an investment in stock or other securities of Newcastle
Investment Corp., a Maryland corporation ("Newcastle"), as described in a
Registration Statement on Form S-3 (No. 333-109597) filed with the Securities
and Exchange Commission (the "Commission"), as amended through the date hereof
(the "Registration Statement").
We have acted as tax counsel to Newcastle in connection with the
preparation and filing of the Registration Statement and certain other
documents. In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of the
Registration Statement and such other documentation and information provided by
you as we have deemed necessary or appropriate as a basis for the opinion set
forth herein. In addition, you have provided us with, and we are relying upon, a
certificate containing certain factual representations and covenants of officers
of Newcastle (the "Officers' Certificate") relating to, among other things, the
actual and proposed operations of Newcastle and the entities in which it holds,
or has held, a direct or indirect interest (collectively, the "Company"). For
purposes of our opinion, we have not made an independent investigation of the
facts, representations and covenants set forth in the Officers' Certificate, the
Registration Statement, or in any other document. In particular, we note that
the Company has engaged in, and may engage in, transactions in connection with
which we have not provided legal advice, and have not reviewed, and of which we
may be unaware. We have, consequently, assumed and relied on your
representations that the information presented in the Officers' Certificate,
Registration Statement and other documents, or otherwise furnished to us,
accurately and completely describes all material facts relevant to our opinion.
We have assumed that such statements, representations and covenants are true
without regard to any qualification as to knowledge or belief. Our opinion is
conditioned on the continuing
{PAGE}
Newcastle Investment Corp.
October 29, 2003
Page 2
accuracy and completeness of such statements, representations and covenants. Any
material change or inaccuracy in the facts referred to, set forth, or assumed
herein or in the Officers' Certificate may affect our conclusions set forth
herein. We have, at your request, also relied upon: (i) the opinion of Brown &
Wood LLP, dated May 5, 1999, regarding the qualification of Impac Commercial
Holdings, Inc. as a real estate investment trust ("REIT"), (ii) the opinion of
Thacher Proffitt & Wood, dated July 22, 1999, in connection with the issuance of
certain notes by Fortress CBO Investments I, Limited and Fortress CBO
Investments I Corp., (iii) the opinion of Sidley & Austin, dated November 17,
1999, in connection with the issuance of certain certificates by Fortress
Commercial Mortgage Trust 1999-PC1, (iv) the opinion of Sidley & Austin, dated
May 27, 1999, in connection with the issuance of certain certificates by
Government Lease Trust, (v) the opinion of Sidley Austin Brown & Wood, dated
December 31, 2001, in connection with the issuance of certain notes by FIC GSA
Mezzanine Borrower LLC and FIC Houston LLC, and (vi) the opinion of Thacher
Proffitt & Wood, dated July 12, 2002, in connection with the issuance of certain
bonds by Impac CMB Trust 1998-C1, each of which opinions is included in an
exhibit to the Registration Statement.
In our review of certain documents in connection with our opinion as
expressed below, we have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified, conformed or photostatic copies, and the authenticity of the
originals of such copies. Where documents have been provided to us in draft
form, we have assumed that the final executed versions of such documents will
not differ materially from such drafts.
Our opinion is also based on the correctness of the following
assumptions: (i) Newcastle and each of the entities comprising the Company has
been and will continue to be operated in accordance with the laws of the
jurisdiction in which it was formed and in the manner described in the relevant
organizational documents, (ii) there will be no changes in the applicable laws
of the State of Maryland or of any other jurisdiction under the laws of which
any of the entities comprising the Company have been formed, and (iii) each of
the written agreements to which the Company is a party will be implemented,
construed and enforced in accordance with its terms.
In rendering our opinion, we have considered and relied upon the
Internal Revenue Code of 1986, as amended (the "Code"), the regulations
promulgated thereunder ("Regulations"), administrative rulings and other
interpretations of the Code and the Regulations by the courts and the Internal
Revenue Service ("IRS"), all as they exist at the date hereof. It should be
noted that the Code, Regulations, judicial decisions, and administrative
interpretations are subject to change at any time and, in some circumstances,
with retroactive effect. A material change that is made after the date hereof in
any of the foregoing bases for our opinion could affect our conclusions set
forth herein.
{PAGE}
Newcastle Investment Corp.
October 29, 2003
Page 3
In this regard, an opinion of counsel with respect to an issue represents
counsel's best judgment as to the outcome on the merits with respect to such
issue, is not binding on the IRS or the courts, and is not a guarantee that the
IRS will not assert a contrary position with respect to such issue or that a
court will not sustain such a position if asserted by the IRS.
We express no opinion as to the laws of any jurisdiction other than
the Federal laws of the United States of America to the extent specifically
262124
|
Newcastle
As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters:
Newcastle Investment Corp – OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM
{TEXT}
{PAGE}
Exhibit 8.1
[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
October 28, 2003
Newcastle Investment Corp .
1251 Avenue of Americas
New York, New York 10020
Re: Certain Federal Income Tax Matters
Ladies and Gentlemen:
You have requested our
_____________
Newcastle
Investment Corp – Ladies and Gentlemen:
You have requested our opinion concerning certain Federal income tax
consequences of an investment in stock or other securities of Newcastle
Investment Corp ., a Maryland corporation ("Newcastle"), as described in a
Registration Statement on Form S-3 (No. 333-109597) filed with the Securities
and
_____________
Newcastle Investment Corp – representations and covenants are true
without regard to any qualification as to knowledge or belief. Our opinion is
conditioned on the continuing
{PAGE}
Newcastle Investment Corp .
October 29, 2003
Page 2
accuracy and completeness of such statements, representations and covenants. Any
material change or inaccuracy in the facts
_____________
Newcastle Investment Corp – is made after the date hereof in
any of the foregoing bases for our opinion could affect our conclusions set
forth herein.
{PAGE}
Newcastle Investment Corp .
October 29, 2003
Page 3
In this regard, an opinion of counsel with respect to an issue represents
counsel's best judgment
_____________
Newcastle Investment Corp – for any purpose, without our prior
written consent.
Very truly yours,
/s/ Sidley Austin Brown & Wood
-----------------------------------------
{PAGE}
[THACHER PROFFITT LETTERHEAD]
July 12,2002
Newcastle Investment Corp .
1251 Avenue of the Americas
New York, New York 10020
Ladies and Gentlemen:
We have acted as counsel to Impac Commercial Holdings,
_____________
dt 144536
;
ABN AMRO Bank
As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters:
ABN AMRO Bank N.V.
– S. LaSalle Street, Suite 1625
c/o Fortress Investment Group Chicago, Illinois 60603
1301 Avenue of the Americas
New York, New York 10019 ABN AMRO Bank N.V.
135 S. LaSalle Street
Fortress IOFP, L.L.C. Chicago, Illinois 60603
c/o Fortress Investment Group
1301 Avenue of the Americas
_____________
ABN AMRO Bank N.V.
– Fortress Depositor L.L.C.
Fortress IOFP, L.L.C.
Greenwich Capital Markets, Inc.
Moody's Investors Service, Inc.
LaSalle Bank National Association
ABN AMRO Bank N.V.
Midland Loan Services, Inc.
November 17, 1999
Page 2
(ii) the creation of a common law trust (the "Trust") and the
issuance
_____________
ABN AMRO Bank N.V., – Trust
Agreement"), between the Depositor, as depositor, Midland Loan
Services, Inc., as servicer (the "Servicer"), LaSalle Bank National
Association, as trustee ("Trustee"), and ABN AMRO Bank N.V., as fiscal
agent;
(iii) the transfer of the Mortgage Loan by the Depositor to
the Trust, pursuant to the Trust Agreement, in
_____________
ABN AMRO Bank N.V.
– Fortress Depositor L.L.C.
Fortress IOFP, L.L.C.
Greenwich Capital Markets, Inc.
Moody's Investors Service, Inc.
LaSalle Bank National Association
ABN AMRO Bank N.V.
Midland Loan Services, Inc.
November 17, 1999
Page 3
For purposes of this opinion letter, we have reviewed the Agreements,
the Private
_____________
ABN AMRO Bank N.V.
– Fortress Depositor L.L.C.
Fortress IOFP, L.L.C.
Greenwich Capital Markets, Inc.
Moody's Investors Service, Inc.
LaSalle Bank National Association
ABN AMRO Bank N.V.
Midland Loan Services, Inc.
November 17, 1999
Page 4
3. Fortress IOFP has been duly organized and is validly
existing as a
_____________
dt 141038
;
Bear, Stearns
As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters:
Bear, Stearns & Co. – for any purpose, without
our prior written consent.
Very truly yours,
/s/ Brown & Wood LLP
2
{PAGE}
[Sidley & Austin Letterhead]
May 27, 1999
Bear, Stearns & Co. Inc. MBIA Insurance Corporation
245 Park Avenue 113 King Street
New York, New York 10167 Armonk, New York 10504
Fortress Investment Corp.
_____________
Bear, Stearns & Co. – dated as of July 31, 1998, between
Meridian, Bankers Trust Company, as collateral agent (the "Collateral Agent")
and the Borrowers named therein;
{PAGE}
Bear, Stearns & Co. Inc.
Fortress Investment Corp.
Fortress GSA Properties Holdings L.L.C.
Fortress GSA Securities L.L.C.
Moody's Investors Service, Inc.
_____________
Bear, Stearns & Co. – execution by Fortress Investment of and delivery to MBIA of
the Indemnification Agreement dated as of May 27, 1999 (the "Indemnification
Agreement");
{PAGE}
Bear, Stearns & Co. Inc.
Fortress Investment Corp.
Fortress GSA Properties Holdings L.L.C.
Fortress GSA Securities L.L.C.
Moody's Investors Service, Inc.
_____________
Bear, Stearns &
Co. – Insurance Corporation
State Street Bank and Trust Company
May 27, 1999
Page 3
(viii) the sale by the Depositor, and the purchase by Bear, Stearns &
Co. Inc,, of the Certificates pursuant to the Certificate Purchase Agreement,
dated as of May 27, 1999, between the Depositor, Fortress Investment and
_____________
Bear, Stearns & Co. – Holdings
and each Borrower has been duly organized and is validly existing in good
standing under the laws of its state of
{PAGE}
Bear, Stearns & Co. Inc.
Fortress Investment Corp.
Fortress GSA Properties Holdings L.L.C.
Fortress GSA Securities L.L.C.
Moody's Investors Service, Inc.
_____________
dt 142434
;
|
McGraw-Hill Companies
As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters:
McGraw-Hill Companies, Inc – Church Street
New York, New York 10119 New York, New York 10007
Standard & Poor's, a division of the Bear, Stearns & Co. Inc.
McGraw-Hill Companies, Inc . Bear Stearns International Limited
55 Water Street, 40th Floor 245 Park Avenue
New York, New York 10041 New York, New York 10167
_____________
dt 311662
;
Payless
As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters:
Payless Cashways, Inc. – Depositor, of a mortgage loan (the "Mortgage Loan") made pursuant to
that certain Amended and Restated Loan Agreement, dated as of December
2, 1997, between UBS Mortgage Finance, Inc. and Payless Cashways, Inc. ,
as borrower, as amended by the First Amendment thereto dated as of
February 26, 1998;
{PAGE}
Greenwich NatWest Limited
Fortress Investment Corp.
Fortress Depositor L.L.C.
Fortress IOFP,
_____________
dt 1507467
;
More... |
Preview
Full Doc
| 2003 |
Opinion Letter Re: Certain Federal Income Tax Matters
Opinion Letter Re: Certain Federal Income Tax Matters (108K)
Doc #262134: Click preview link for longer preview.
[Letterhead of Skaddan, Arps, Slate, Meagher & Flom LLP]
July 2, 2003
Newcastle Investment Corp.
1251 Avenue of Americas
New York, New York 10020
Re: Certain Federal Income Tax Matters
Ladies and Gentlemen:
You have requested our opinion concerning certain Federal
income tax considerations in connection with the offering (the "Offering") by
Newcastle Investment Corp., a Maryland corporation ("Newcastle"), of shares of
its Common Stock, $.01 par value per share (the "Common Stock"), pursuant to a
Registration Statement on Form S-11 (No. 333-106135) filed with the Securities
and Exchange Commission (the "Commission"), as amended through the date hereof
(the "Registration Statement").
We have acted as tax counsel to Newcastle in connection with
the Offering, and we have assisted in the preparation of the Registration
Statement and certain other documents. In connection with this opinion, we have
examined originals or copies, certified or otherwise identified to our
satisfaction, of the Registration Statement and such other documentation and
information provided by you as we have deemed necessary or appropriate as a
basis for the opinion set forth herein. In addition, you have provided us with,
and we are relying upon, a certificate containing certain factual
representations and covenants of officers of Newcastle (the "Officers'
Certificate") relating to, among other things, the actual and proposed
operations of Newcastle and the entities in which it holds, or has held, a
direct or indirect interest (collectively, the "Company"). For purposes of our
opinion, we have not made an independent investigation of the facts,
representations and covenants set forth in the Officers' Certificate, the
Registration Statement, or in any other document. In particular, we note that
the Company has engaged in, and may engage in, transactions in connection with
which we have not provided legal advice, and have not reviewed, and of which we
may be unaware. We have, consequently, assumed and relied on your
representations that the information presented in the Officers' Certificate,
Registration Statement and other documents, or otherwise furnished to us,
accurately and completely describes all material facts relevant to our opinion.
We have assumed that such statements, representations and
{PAGE}
covenants are true without regard to any qualification as to knowledge or
belief. Our opinion is conditioned on the continuing accuracy and completeness
of such statements, representations and covenants. Any material change or
inaccuracy in the facts referred to, set forth, or assumed herein or in the
Officers' Certificate may affect our conclusions set forth herein. We have, at
your request, also relied upon: (i) the opinion of Brown & Wood LLP, dated May
5, 1999, regarding the qualification of Impac Commercial Holdings, Inc. as a
real estate investment trust ("REIT"), (ii) the opinion of Thacher Proffitt &
Wood, dated July 22, 1999, in connection with issuance of certain notes by
Fortress CBO Investments I, Limited and Fortress CBO Investments I Corp., (iii)
the opinion of Sidley & Austin, dated November 17, 1999, in connection with the
issuance of certain certificates by Fortress Commercial Mortgage Trust 1999-PC1,
(iv) the opinion of Sidley & Austin, dated May 27, 1999, in connection with the
issuance of certain certificates by Government Lease Trust, (v) the opinion of
Sidley Austin Brown & Wood, dated December 31, 2001, in connection with the
issuance of certain notes by FIC GSA Mezzanine Borrower LLC and FIC Houston LLC,
and (vi) the opinion of Thacher Proffitt & Wood, dated July 12, 2002, in
connection with the issuance of certain bonds by Impac CMB Trust 1998-C1, each
of which opinions is included as an exhibit to the Registration Statement.
In our review of certain documents in connection with our
opinion as expressed below, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies, and the
authenticity of the originals of such copies. Where documents have been provided
to us in draft form, we have assumed that the final executed versions of such
documents will not differ materially from such drafts.
Our opinion is also based on the correctness of the following
assumptions: (i) Newcastle will file an election to be taxed as a real estate
investment trust (a "REIT") under the Internal Revenue Code of 1986, as amended
(the "Code") with its 2002 tax return, (ii) Newcastle and each of the entities
comprising the Company has been and will continue to be operated in accordance
with the laws of the jurisdiction in which it was formed and in the manner
described in the relevant organizational documents, (iii) there will be no
changes in the applicable laws of the State of Maryland or of any other state
under the laws of which any of the entities comprising the Company have been
formed, and (iv) each of the written agreements to which the Company is a party
will be implemented, construed and enforced in accordance with its terms.
In rendering our opinion, we have considered and relied upon
the Code, the regulations promulgated thereunder ("Regulations"), administrative
rulings and other interpretations of the Code and the Regulations by the courts
and the Internal Revenue Service ("IRS"), all as they exist at the date hereof.
It should be noted that the Code, Regulations, judicial decisions, and
administrative interpretations are subject to change at any time and, in some
circumstances, with retroactive effect. A material change that is made after the
date hereof in any of the foregoing bases for our opinion could affect our
conclusions set forth herein. In this regard, an opinion of counsel with respect
to an issue
2
{PAGE}
represents counsel's best judgment as to the outcome on the merits with respect
to such issue, is not binding on the IRS or the courts, and is not a guarantee
that the IRS will not assert a contrary position with respect to such issue or
that a court will not sustain such a position if asserted by the IRS.
262134
|
Newcastle
As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters:
Newcastle Investment Corp – OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM
{TEXT}
{PAGE}
Exhibit 8.1
[Letterhead of Skaddan, Arps, Slate, Meagher & Flom LLP]
July 2, 2003
Newcastle Investment Corp .
1251 Avenue of Americas
New York, New York 10020
Re: Certain Federal Income Tax Matters
Ladies and Gentlemen:
You have requested our
_____________
Newcastle Investment Corp – Matters
Ladies and Gentlemen:
You have requested our opinion concerning certain Federal
income tax considerations in connection with the offering (the "Offering") by
Newcastle Investment Corp ., a Maryland corporation ("Newcastle"), of shares of
its Common Stock, $.01 par value per share (the "Common Stock"), pursuant to a
Registration
_____________
Newcastle Investment Corp – for any purpose, without our prior
written consent.
Very truly yours,
/s/ Sidley Austin Brown & Wood
-----------------------------------------
{PAGE}
[THACHER PROFFITT LETTERHEAD]
July 12,2002
Newcastle Investment Corp .
1251 Avenue of the Americas
New York, New York 10020
Ladies and Gentlemen:
We have acted as counsel to Impac Commercial Holdings,
_____________
dt 144546
;
ABN AMRO Bank
As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters:
ABN AMRO Bank N.V.
– S. LaSalle Street, Suite 1625
c/o Fortress Investment Group Chicago, Illinois 60603
1301 Avenue of the Americas
New York, New York 10019 ABN AMRO Bank N.V.
135 S. LaSalle Street
Fortress IOFP, L.L.C. Chicago, Illinois 60603
c/o Fortress Investment Group
1301 Avenue of the Americas
_____________
ABN AMRO Bank N.V.
– Fortress Depositor L.L.C.
Fortress IOFP, L.L.C.
Greenwich Capital Markets, Inc.
Moody's Investors Service, Inc.
LaSalle Bank National Association
ABN AMRO Bank N.V.
Midland Loan Services, Inc.
November 17, 1999
Page 2
(ii) the creation of a common law trust (the "Trust") and the
issuance
_____________
ABN AMRO Bank N.V., – Trust
Agreement"), between the Depositor, as depositor, Midland Loan
Services, Inc., as servicer (the "Servicer"), LaSalle Bank National
Association, as trustee ("Trustee"), and ABN AMRO Bank N.V., as fiscal
agent;
(iii) the transfer of the Mortgage Loan by the Depositor to
the Trust, pursuant to the Trust Agreement, in
_____________
ABN AMRO Bank N.V.
– Fortress Depositor L.L.C.
Fortress IOFP, L.L.C.
Greenwich Capital Markets, Inc.
Moody's Investors Service, Inc.
LaSalle Bank National Association
ABN AMRO Bank N.V.
Midland Loan Services, Inc.
November 17, 1999
Page 3
For purposes of this opinion letter, we have reviewed the Agreements,
the Private
_____________
ABN AMRO Bank N.V.
– Fortress Depositor L.L.C.
Fortress IOFP, L.L.C.
Greenwich Capital Markets, Inc.
Moody's Investors Service, Inc.
LaSalle Bank National Association
ABN AMRO Bank N.V.
Midland Loan Services, Inc.
November 17, 1999
Page 4
3. Fortress IOFP has been duly organized and is validly
existing as a
_____________
dt 141039
;
Bear, Stearns
As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters:
Bear, Stearns & Co. – for any purpose, without
our prior written consent.
Very truly yours,
/s/ Brown & Wood LLP
2
{PAGE}
[Sidley & Austin Letterhead]
May 27, 1999
Bear, Stearns & Co. Inc. MBIA Insurance Corporation
245 Park Avenue 113 King Street
New York, New York 10167 Armonk, New York 10504
Fortress Investment Corp.
_____________
Bear, Stearns & Co. – dated as of July 31, 1998, between
Meridian, Bankers Trust Company, as collateral agent (the "Collateral Agent")
and the Borrowers named therein;
{PAGE}
Bear, Stearns & Co. Inc.
Fortress Investment Corp.
Fortress GSA Properties Holdings L.L.C.
Fortress GSA Securities L.L.C.
Moody's Investors Service, Inc.
_____________
Bear, Stearns & Co. – execution by Fortress Investment of and delivery to MBIA of
the Indemnification Agreement dated as of May 27, 1999 (the "Indemnification
Agreement");
{PAGE}
Bear, Stearns & Co. Inc.
Fortress Investment Corp.
Fortress GSA Properties Holdings L.L.C.
Fortress GSA Securities L.L.C.
Moody's Investors Service, Inc.
_____________
Bear, Stearns &
Co. – Insurance Corporation
State Street Bank and Trust Company
May 27, 1999
Page 3
(viii) the sale by the Depositor, and the purchase by Bear, Stearns &
Co. Inc,, of the Certificates pursuant to the Certificate Purchase Agreement,
dated as of May 27, 1999, between the Depositor, Fortress Investment and
_____________
Bear, Stearns & Co. – Holdings
and each Borrower has been duly organized and is validly existing in good
standing under the laws of its state of
{PAGE}
Bear, Stearns & Co. Inc.
Fortress Investment Corp.
Fortress GSA Properties Holdings L.L.C.
Fortress GSA Securities L.L.C.
Moody's Investors Service, Inc.
_____________
dt 142439
;
|
McGraw-Hill Companies
As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters:
McGraw-Hill Companies, Inc – Church Street
New York, New York 10119 New York, New York 10007
Standard & Poor's, a division of the Bear, Stearns & Co. Inc.
McGraw-Hill Companies, Inc . Bear Stearns International Limited
55 Water Street, 40th Floor 245 Park Avenue
New York, New York 10041 New York, New York 10167
_____________
dt 311663
;
Payless
As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters:
Payless Cashways, Inc. – Depositor, of a mortgage loan (the "Mortgage Loan") made pursuant to
that certain Amended and Restated Loan Agreement, dated as of December
2, 1997, between UBS Mortgage Finance, Inc. and Payless Cashways, Inc. ,
as borrower, as amended by the First Amendment thereto dated as of
February 26, 1998;
{PAGE}
Greenwich NatWest Limited
Fortress Investment Corp.
Fortress Depositor L.L.C.
Fortress IOFP,
_____________
dt 1507468
;
More... |
Preview
Full Doc
| 2003 |
Opinion Letter Re: Certain Federal Income Tax Matters
Opinion Letter Re: Certain Federal Income Tax Matters (108K)
Doc #262147: Click preview link for longer preview.
[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
Four Times Square
New York 10036-6522
-----
TEL: (212) 735-3000
FAX: (212) 735-2000
http://www.skadden.com
March 11, 2003
Newcastle Investment Corp.
1251 Avenue of Americas
New York, New York 10020
Re: Certain Federal Income Tax Matters
----------------------------------
Ladies and Gentlemen:
You have requested our opinion concerning certain Federal income tax
considerations in connection with the offering (the "Offering") by Newcastle
Investment Corp., a Maryland corporation ("Newcastle"), of shares of its Series
B Cumulative Redeemable Preferred Stock, $.01 par value per share (the "Series B
Preferred Stock"), pursuant to a Registration Statement on Form S-11 (No.
333-103598) filed with the Securities and Exchange Commission (the
"Commission"), as amended through the date hereof (the "Registration
Statement").
We have acted as tax counsel to Newcastle in connection with the Offering,
and we have assisted in the preparation of the Registration Statement and
certain other documents. In connection with this opinion, we have examined
originals or copies, certified or otherwise identified to our satisfaction, of
the Registration Statement and such other documentation and information provided
by you as we have deemed necessary or appropriate as a basis for the opinion set
forth herein. In addition, you have provided us with, and we are relying upon,
certificates containing certain factual representations and covenants of
officers of Newcastle and of Newcastle Investment Holdings Corp. ("Holdings")
(collectively, the "Officers' Certificates") relating to, among other things,
the actual and proposed operations of Newcastle, Holdings, and the entities in
which they hold, or have held, a direct or indirect interest (collectively, the
"Company"). For purposes of our opinion, we have not made an independent
investigation of the facts, representations and covenants set forth in the
Officers' Certificates, the Registration Statement, or in any other document.
In particular, we note that the Company has engaged in, and may engage in,
transactions in connection with which we have not provided legal advice, and
have not reviewed, and of which we may be unaware. We have, consequently,
assumed and relied on your representations that the
{PAGE}
Newcastle Investment Corp.
March 11, 2003
Page 2
information presented in the Officers' Certificates, Registration Statement and
other documents, or otherwise furnished to us, accurately and completely
describes all material facts relevant to our opinion. We have assumed that such
statements, representations and covenants are true without regard to any
qualification as to knowledge or belief. Our opinion is conditioned on the
continuing accuracy and completeness of such statements, representations and
covenants. Any material change or inaccuracy in the facts referred to, set
forth, or assumed herein or in the Officer's Certificates may affect our
conclusions set forth herein. We have, at your request, also relied upon: (i)
the opinion of Brown & Wood LLP, dated May 5, 1999, regarding the qualification
of Impac Commercial Holdings, Inc. as a real estate investment trust ("REIT"),
(ii) the opinion of Thacher Proffitt & Wood, dated July 22, 1999, in connection
with issuance of certain notes by Fortress CBO Investments I, Limited and
Fortress CBO Investments I Corp., (iii) the opinion of Sidley & Austin, dated
November 17, 1999, in connection with the issuance of certain certificates by
Fortress Commercial Mortgage Trust 1999-PC1, (iv) the opinion of Sidley &
Austin, dated May 27, 1999, in connection with the issuance of certain
certificates by Government Lease Trust, (v) the opinion of Sidley Austin Brown &
Wood, dated December 31, 2001, in connection with the issuance of certain notes
by FIC GSA Mezzanine Borrower LLC and FIC Houston LLC, and (vi) the opinion of
Thacher Proffitt & Wood, dated July 12, 2002, in connection with the issuance of
certain bonds by Impac CMB Trust 1998-C1, each of which opinions is included as
an exhibit to the Registration Statement.
In our review of certain documents in connection with our opinion as
expressed below, we have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified, conformed or photostatic copies, and the authenticity of the
originals of such copies. Where documents have been provided to us in draft
form, we have assumed that the final executed versions of such documents will
not differ materially from such drafts.
Our opinion is also based on the correctness of the following assumptions:
(i) Newcastle will file an election to be taxed as a real estate investment
trust (a "REIT") under the Internal Revenue Code of 1986, as amended (the
"Code") with its 2002 tax return, (ii) Newcastle and each of the entities
comprising the Company has been and will continue to be operated in accordance
with the laws of the jurisdiction in which it was formed and in the manner
described in the relevant organizational documents, (iii) there will be no
changes in the applicable laws of the State of Maryland or of any other state
under the laws of which any of the entities comprising the Company have been
formed, and (iv) each of the written agreements to which the Company is a party
will be implemented, construed and enforced in accordance with its terms.
In rendering our opinion, we have considered and relied upon the Code, the
regulations promulgated thereunder ("Regulations"), administrative rulings and
other
{PAGE}
Newcastle Investment Corp.
March 11, 2003
Page 3
interpretations of the Code and the Regulations by the courts and the Internal
Revenue Service ("IRS"), all as they exist at the date hereof. It should be
noted that the Code, Regulations, judicial decisions, and administrative
interpretations are subject to change at any time and, in some circumstances,
with retroactive effect. A material change that is made after the date hereof
in any of the foregoing bases for our opinion could affect our conclusions set
forth herein. In this regard, an opinion of counsel with respect to an issue
represents counsel's best judgment as to the outcome on the merits with respect
262147
|
Newcastle
As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters:
Newcastle Investment Corp – LLP]
Four Times Square
New York 10036-6522
-----
TEL: (212) 735-3000
FAX: (212) 735-2000
http://www.skadden.com
March 11, 2003
Newcastle Investment Corp .
1251 Avenue of Americas
New York, New York 10020
Re: Certain Federal Income Tax Matters
----------------------------------
Ladies and Gentlemen:
You have requested our
_____________
Newcastle
Investment Corp – Matters
----------------------------------
Ladies and Gentlemen:
You have requested our opinion concerning certain Federal income tax
considerations in connection with the offering (the "Offering") by Newcastle
Investment Corp ., a Maryland corporation ("Newcastle"), of shares of its Series
B Cumulative Redeemable Preferred Stock, $.01 par value per share (the "Series B
_____________
Newcastle Investment Corp – and
have not reviewed, and of which we may be unaware. We have, consequently,
assumed and relied on your representations that the
{PAGE}
Newcastle Investment Corp .
March 11, 2003
Page 2
information presented in the Officers' Certificates, Registration Statement and
other documents, or otherwise furnished to us, accurately
_____________
Newcastle Investment Corp – terms.
In rendering our opinion, we have considered and relied upon the Code, the
regulations promulgated thereunder ("Regulations"), administrative rulings and
other
{PAGE}
Newcastle Investment Corp .
March 11, 2003
Page 3
interpretations of the Code and the Regulations by the courts and the Internal
Revenue Service ("IRS"), all
_____________
Newcastle Investment Corp – an investor
will depend upon that holder's particular situation, and we express
no opinion as to the completeness of the discussion
{PAGE}
Newcastle Investment Corp .
March 11, 2003
Page 4
set forth in "Federal Income Tax Considerations" as applied to any
particular holder.
We express no opinion
_____________
dt 144559
;
ABN AMRO Bank
As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters:
ABN AMRO Bank N.V.
– S. LaSalle Street, Suite 1625
c/o Fortress Investment Group Chicago, Illinois 60603
1301 Avenue of the Americas
New York, New York 10019 ABN AMRO Bank N.V.
135 S. LaSalle Street
Fortress IOFP, L.L.C. Chicago, Illinois 60603
c/o Fortress Investment Group
1301 Avenue of the Americas
_____________
ABN AMRO Bank N.V.
– Fortress Depositor L.L.C.
Fortress IOFP, L.L.C.
Greenwich Capital Markets, Inc.
Moody's Investors Service, Inc.
LaSalle Bank National Association
ABN AMRO Bank N.V.
Midland Loan Services, Inc.
November 17, 1999
Page 2
(ii) the creation of a common law trust (the "Trust") and the
issuance
_____________
ABN AMRO Bank N.V., – Trust
Agreement"), between the Depositor, as depositor, Midland Loan
Services, Inc., as servicer (the "Servicer"), LaSalle Bank National
Association, as trustee ("Trustee"), and ABN AMRO Bank N.V., as fiscal
agent;
(iii) the transfer of the Mortgage Loan by the Depositor to
the Trust, pursuant to the Trust Agreement, in
_____________
ABN AMRO Bank N.V.
– Fortress Depositor L.L.C.
Fortress IOFP, L.L.C.
Greenwich Capital Markets, Inc.
Moody's Investors Service, Inc.
LaSalle Bank National Association
ABN AMRO Bank N.V.
Midland Loan Services, Inc.
November 17, 1999
Page 3
For purposes of this opinion letter, we have reviewed the Agreements,
the Private
_____________
ABN AMRO Bank N.V.
– Fortress Depositor L.L.C.
Fortress IOFP, L.L.C.
Greenwich Capital Markets, Inc.
Moody's Investors Service, Inc.
LaSalle Bank National Association
ABN AMRO Bank N.V.
Midland Loan Services, Inc.
November 17, 1999
Page 4
3. Fortress IOFP has been duly organized and is validly
existing as a
_____________
dt 141040
;
Bear, Stearns
As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters:
Bear, Stearns & Co. – for any purpose, without
our prior written consent.
Very truly yours,
/s/ Brown & Wood LLP
2
{PAGE}
[Sidley & Austin Letterhead]
May 27, 1999
Bear, Stearns & Co. Inc. MBIA Insurance Corporation
245 Park Avenue 113 King Street
New York, New York 10167 Armonk, New York 10504
Fortress Investment Corp.
_____________
Bear, Stearns & Co. – dated as of July 31, 1998, between
Meridian, Bankers Trust Company, as collateral agent (the "Collateral Agent")
and the Borrowers named therein;
{PAGE}
Bear, Stearns & Co. Inc.
Fortress Investment Corp.
Fortress GSA Properties Holdings L.L.C.
Fortress GSA Securities L.L.C.
Moody's Investors Service, Inc.
_____________
Bear, Stearns & Co. – execution by Fortress Investment of and delivery to MBIA of
the Indemnification Agreement dated as of May 27, 1999 (the "Indemnification
Agreement");
{PAGE}
Bear, Stearns & Co. Inc.
Fortress Investment Corp.
Fortress GSA Properties Holdings L.L.C.
Fortress GSA Securities L.L.C.
Moody's Investors Service, Inc.
_____________
Bear, Stearns &
Co. – Insurance Corporation
State Street Bank and Trust Company
May 27, 1999
Page 3
(viii) the sale by the Depositor, and the purchase by Bear, Stearns &
Co. Inc,, of the Certificates pursuant to the Certificate Purchase Agreement,
dated as of May 27, 1999, between the Depositor, Fortress Investment and
_____________
Bear, Stearns & Co. – Holdings
and each Borrower has been duly organized and is validly existing in good
standing under the laws of its state of
{PAGE}
Bear, Stearns & Co. Inc.
Fortress Investment Corp.
Fortress GSA Properties Holdings L.L.C.
Fortress GSA Securities L.L.C.
Moody's Investors Service, Inc.
_____________
dt 142442
;
|
McGraw-Hill Companies
As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters:
McGraw-Hill Companies, Inc – Church Street
New York, New York 10119 New York, New York 10007
Standard & Poor's, a division of the Bear, Stearns & Co. Inc.
McGraw-Hill Companies, Inc . Bear Stearns International Limited
55 Water Street, 40th Floor 245 Park Avenue
New York, New York 10041 New York, New York 10167
_____________
dt 311664
;
Newcastle
As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters:
Newcastle Investment Holdings – you have provided us with, and we are relying upon,
certificates containing certain factual representations and covenants of
officers of Newcastle and of Newcastle Investment Holdings Corp. ("Holdings")
(collectively, the "Officers' Certificates") relating to, among other things,
the actual and proposed operations of Newcastle, Holdings, and the entities in
_____________
dt 144497
;
More... |
Preview
Full Doc
| 2003 |
Opinion Letter Re: Certain Federal Income Tax Matters
Opinion Letter Re: Certain Federal Income Tax Matters (108K)
Doc #262155: Click preview link for longer preview.
[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
Four Times Square
New York 10036-6522
-----
TEL: (212) 735-3000
FAX: (212) 735-2000
http://www.skadden.com
March 11, 2003
Newcastle Investment Corp.
1251 Avenue of Americas
New York, New York 10020
Re: Certain Federal Income Tax Matters
----------------------------------
Ladies and Gentlemen:
You have requested our opinion concerning certain Federal income tax
considerations in connection with the offering (the "Offering") by Newcastle
Investment Corp., a Maryland corporation ("Newcastle"), of shares of its Series
B Cumulative Redeemable Preferred Stock, $.01 par value per share (the "Series B
Preferred Stock"), pursuant to a Registration Statement on Form S-11 (No.
333-103598) filed with the Securities and Exchange Commission (the
"Commission"), as amended through the date hereof (the "Registration
Statement").
We have acted as tax counsel to Newcastle in connection with the Offering,
and we have assisted in the preparation of the Registration Statement and
certain other documents. In connection with this opinion, we have examined
originals or copies, certified or otherwise identified to our satisfaction, of
the Registration Statement and such other documentation and information provided
by you as we have deemed necessary or appropriate as a basis for the opinion set
forth herein. In addition, you have provided us with, and we are relying upon,
certificates containing certain factual representations and covenants of
officers of Newcastle and of Newcastle Investment Holdings Corp. ("Holdings")
(collectively, the "Officers' Certificates") relating to, among other things,
the actual and proposed operations of Newcastle, Holdings, and the entities in
which they hold, or have held, a direct or indirect interest (collectively, the
"Company"). For purposes of our opinion, we have not made an independent
investigation of the facts, representations and covenants set forth in the
Officers' Certificates, the Registration Statement, or in any other document.
In particular, we note that the Company has engaged in, and may engage in,
transactions in connection with which we have not provided legal advice, and
have not reviewed, and of which we may be unaware. We have, consequently,
assumed and relied on your representations that the
{PAGE}
Newcastle Investment Corp.
March 11, 2003
Page 2
information presented in the Officers' Certificates, Registration Statement and
other documents, or otherwise furnished to us, accurately and completely
describes all material facts relevant to our opinion. We have assumed that such
statements, representations and covenants are true without regard to any
qualification as to knowledge or belief. Our opinion is conditioned on the
continuing accuracy and completeness of such statements, representations and
covenants. Any material change or inaccuracy in the facts referred to, set
forth, or assumed herein or in the Officer's Certificates may affect our
conclusions set forth herein. We have, at your request, also relied upon: (i)
the opinion of Brown & Wood LLP, dated May 5, 1999, regarding the qualification
of Impac Commercial Holdings, Inc. as a real estate investment trust ("REIT"),
(ii) the opinion of Thacher Proffitt & Wood, dated July 22, 1999, in connection
with issuance of certain notes by Fortress CBO Investments I, Limited and
Fortress CBO Investments I Corp., (iii) the opinion of Sidley & Austin, dated
November 17, 1999, in connection with the issuance of certain certificates by
Fortress Commercial Mortgage Trust 1999-PC1, (iv) the opinion of Sidley &
Austin, dated May 27, 1999, in connection with the issuance of certain
certificates by Government Lease Trust, (v) the opinion of Sidley Austin Brown &
Wood, dated December 31, 2001, in connection with the issuance of certain notes
by FIC GSA Mezzanine Borrower LLC and FIC Houston LLC, and (vi) the opinion of
Thacher Proffitt & Wood, dated July 12, 2002, in connection with the issuance of
certain bonds by Impac CMB Trust 1998-C1, each of which opinions is included as
an exhibit to the Registration Statement.
In our review of certain documents in connection with our opinion as
expressed below, we have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified, conformed or photostatic copies, and the authenticity of the
originals of such copies. Where documents have been provided to us in draft
form, we have assumed that the final executed versions of such documents will
not differ materially from such drafts.
Our opinion is also based on the correctness of the following assumptions:
(i) Newcastle will file an election to be taxed as a real estate investment
trust (a "REIT") under the Internal Revenue Code of 1986, as amended (the
"Code") with its 2002 tax return, (ii) Newcastle and each of the entities
comprising the Company has been and will continue to be operated in accordance
with the laws of the jurisdiction in which it was formed and in the manner
described in the relevant organizational documents, (iii) there will be no
changes in the applicable laws of the State of Maryland or of any other state
under the laws of which any of the entities comprising the Company have been
formed, and (iv) each of the written agreements to which the Company is a party
will be implemented, construed and enforced in accordance with its terms.
In rendering our opinion, we have considered and relied upon the Code, the
regulations promulgated thereunder ("Regulations"), administrative rulings and
other
{PAGE}
Newcastle Investment Corp.
March 11, 2003
Page 3
interpretations of the Code and the Regulations by the courts and the Internal
Revenue Service ("IRS"), all as they exist at the date hereof. It should be
noted that the Code, Regulations, judicial decisions, and administrative
interpretations are subject to change at any time and, in some circumstances,
with retroactive effect. A material change that is made after the date hereof
in any of the foregoing bases for our opinion could affect our conclusions set
forth herein. In this regard, an opinion of counsel with respect to an issue
represents counsel's best judgment as to the outcome on the merits with respect
262155
|
Newcastle
As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters:
Newcastle Investment Corp – LLP]
Four Times Square
New York 10036-6522
-----
TEL: (212) 735-3000
FAX: (212) 735-2000
http://www.skadden.com
March 11, 2003
Newcastle Investment Corp .
1251 Avenue of Americas
New York, New York 10020
Re: Certain Federal Income Tax Matters
----------------------------------
Ladies and Gentlemen:
You have requested our
_____________
Newcastle
Investment Corp – Matters
----------------------------------
Ladies and Gentlemen:
You have requested our opinion concerning certain Federal income tax
considerations in connection with the offering (the "Offering") by Newcastle
Investment Corp ., a Maryland corporation ("Newcastle"), of shares of its Series
B Cumulative Redeemable Preferred Stock, $.01 par value per share (the "Series B
_____________
Newcastle Investment Corp – and
have not reviewed, and of which we may be unaware. We have, consequently,
assumed and relied on your representations that the
{PAGE}
Newcastle Investment Corp .
March 11, 2003
Page 2
information presented in the Officers' Certificates, Registration Statement and
other documents, or otherwise furnished to us, accurately
_____________
Newcastle Investment Corp – terms.
In rendering our opinion, we have considered and relied upon the Code, the
regulations promulgated thereunder ("Regulations"), administrative rulings and
other
{PAGE}
Newcastle Investment Corp .
March 11, 2003
Page 3
interpretations of the Code and the Regulations by the courts and the Internal
Revenue Service ("IRS"), all
_____________
Newcastle Investment Corp – an investor
will depend upon that holder's particular situation, and we express
no opinion as to the completeness of the discussion
{PAGE}
Newcastle Investment Corp .
March 11, 2003
Page 4
set forth in "Federal Income Tax Considerations" as applied to any
particular holder.
We express no opinion
_____________
dt 144567
;
ABN AMRO Bank
As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters:
ABN AMRO Bank N.V.
– S. LaSalle Street, Suite 1625
c/o Fortress Investment Group Chicago, Illinois 60603
1301 Avenue of the Americas
New York, New York 10019 ABN AMRO Bank N.V.
135 S. LaSalle Street
Fortress IOFP, L.L.C. Chicago, Illinois 60603
c/o Fortress Investment Group
1301 Avenue of the Americas
_____________
ABN AMRO Bank N.V.
– Fortress Depositor L.L.C.
Fortress IOFP, L.L.C.
Greenwich Capital Markets, Inc.
Moody's Investors Service, Inc.
LaSalle Bank National Association
ABN AMRO Bank N.V.
Midland Loan Services, Inc.
November 17, 1999
Page 2
(ii) the creation of a common law trust (the "Trust") and the
issuance
_____________
ABN AMRO Bank N.V., – Trust
Agreement"), between the Depositor, as depositor, Midland Loan
Services, Inc., as servicer (the "Servicer"), LaSalle Bank National
Association, as trustee ("Trustee"), and ABN AMRO Bank N.V., as fiscal
agent;
(iii) the transfer of the Mortgage Loan by the Depositor to
the Trust, pursuant to the Trust Agreement, in
_____________
ABN AMRO Bank N.V.
– Fortress Depositor L.L.C.
Fortress IOFP, L.L.C.
Greenwich Capital Markets, Inc.
Moody's Investors Service, Inc.
LaSalle Bank National Association
ABN AMRO Bank N.V.
Midland Loan Services, Inc.
November 17, 1999
Page 3
For purposes of this opinion letter, we have reviewed the Agreements,
the Private
_____________
ABN AMRO Bank N.V.
– Fortress Depositor L.L.C.
Fortress IOFP, L.L.C.
Greenwich Capital Markets, Inc.
Moody's Investors Service, Inc.
LaSalle Bank National Association
ABN AMRO Bank N.V.
Midland Loan Services, Inc.
November 17, 1999
Page 4
3. Fortress IOFP has been duly organized and is validly
existing as a
_____________
dt 141041
;
Bear, Stearns
As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters:
Bear, Stearns & Co. – for any purpose, without
our prior written consent.
Very truly yours,
/s/ Brown & Wood LLP
2
{PAGE}
[Sidley & Austin Letterhead]
May 27, 1999
Bear, Stearns & Co. Inc. MBIA Insurance Corporation
245 Park Avenue 113 King Street
New York, New York 10167 Armonk, New York 10504
Fortress Investment Corp.
_____________
Bear, Stearns & Co. – dated as of July 31, 1998, between
Meridian, Bankers Trust Company, as collateral agent (the "Collateral Agent")
and the Borrowers named therein;
{PAGE}
Bear, Stearns & Co. Inc.
Fortress Investment Corp.
Fortress GSA Properties Holdings L.L.C.
Fortress GSA Securities L.L.C.
Moody's Investors Service, Inc.
_____________
Bear, Stearns & Co. – execution by Fortress Investment of and delivery to MBIA of
the Indemnification Agreement dated as of May 27, 1999 (the "Indemnification
Agreement");
{PAGE}
Bear, Stearns & Co. Inc.
Fortress Investment Corp.
Fortress GSA Properties Holdings L.L.C.
Fortress GSA Securities L.L.C.
Moody's Investors Service, Inc.
_____________
Bear, Stearns &
Co. – Insurance Corporation
State Street Bank and Trust Company
May 27, 1999
Page 3
(viii) the sale by the Depositor, and the purchase by Bear, Stearns &
Co. Inc,, of the Certificates pursuant to the Certificate Purchase Agreement,
dated as of May 27, 1999, between the Depositor, Fortress Investment and
_____________
Bear, Stearns & Co. – Holdings
and each Borrower has been duly organized and is validly existing in good
standing under the laws of its state of
{PAGE}
Bear, Stearns & Co. Inc.
Fortress Investment Corp.
Fortress GSA Properties Holdings L.L.C.
Fortress GSA Securities L.L.C.
Moody's Investors Service, Inc.
_____________
dt 142447
;
|
McGraw-Hill Companies
As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters:
McGraw-Hill Companies, Inc – Church Street
New York, New York 10119 New York, New York 10007
Standard & Poor's, a division of the Bear, Stearns & Co. Inc.
McGraw-Hill Companies, Inc . Bear Stearns International Limited
55 Water Street, 40th Floor 245 Park Avenue
New York, New York 10041 New York, New York 10167
_____________
dt 311665
;
Newcastle
As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters:
Newcastle Investment Holdings – you have provided us with, and we are relying upon,
certificates containing certain factual representations and covenants of
officers of Newcastle and of Newcastle Investment Holdings Corp. ("Holdings")
(collectively, the "Officers' Certificates") relating to, among other things,
the actual and proposed operations of Newcastle, Holdings, and the entities in
_____________
dt 144502
;
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| 2002 |
Opinion Letter Re: Certain Federal Income Tax Matters
Opinion Letter Re: Certain Federal Income Tax Matters (108K)
Doc #262166: Click preview link for longer preview.
[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
Four Times Square
New York 10036-6522
-----
TEL: (212) 735-3000
FAX: (212) 735-2000
http://www.skadden.com
October 7, 2002
Newcastle Investment Corp.
1251 Avenue of Americas
New York, New York 10020
Re: Certain Federal Income Tax Matters
Ladies and Gentlemen:
You have requested our opinion concerning certain Federal
income tax considerations in connection with the offering (the "Offering") by
Newcastle Investment Corp., a Maryland corporation ("Newcastle"), of shares of
its Common Stock, $.01 par value per share (the "Common Stock"), pursuant to a
Registration Statement on Form S-11 (No. 333-90578) filed with the Securities
and Exchange Commission (the "Commission"), as amended through the date hereof
(the "Registration Statement").
We have acted as tax counsel to Newcastle in connection with
the Offering, and we have assisted in the preparation of the Registration
Statement and certain other documents. In connection with this opinion, we have
examined originals or copies, certified or otherwise identified to our
satisfaction, of the Registration Statement and such other documentation and
information provided by you as we have deemed necessary or appropriate as a
basis for the opinion set forth herein. In addition, you have provided us with,
and we are relying upon, certificates containing certain factual representations
and covenants of officers of Newcastle and of Newcastle Investment Holdings
Corp. ("Holdings") (collectively, the "Officers' Certificates") relating to,
among other things, the actual and proposed operations of Newcastle, Holdings,
and the entities in which they hold, or have held, a direct or indirect interest
(collectively, the "Company"). For purposes of our opinion, we have not made an
independent investigation of the facts, representations and covenants set forth
in the Officers' Certificates, the Registration Statement, or in any other
document. In particular, we note that the Company has engaged in, and may engage
in, transactions in connection with which we have not provided legal advice, and
have not reviewed, and of which we may be unaware. We have, consequently,
assumed and relied on your representations that the information presented in the
Officers' Certificates, Registration Statement and other documents, or otherwise
furnished to us, accurately and completely describes all material
{PAGE}
Newcastle Investment Corp.
October 7, 2002
Page 2
facts relevant to our opinion. We have assumed that such statements,
representations and covenants are true without regard to any qualification as to
knowledge or belief. Our opinion is conditioned on the continuing accuracy and
completeness of such statements, representations and covenants. Any material
change or inaccuracy in the facts referred to, set forth, or assumed herein or
in the Officer's Certificates may affect our conclusions set forth herein. We
have, at your request, also relied upon: (i) the opinion of Brown & Wood LLP,
dated May 5, 1999, regarding the qualification of Impac Commercial Holdings,
Inc. as a real estate investment trust ("REIT"), (ii) the opinion of Thacher
Proffitt & Wood, dated July 22, 1999, in connection with issuance of certain
notes by Fortress CBO Investments I, Limited and Fortress CBO Investments I
Corp., (iii) the opinion of Sidley & Austin, dated November 17, 1999, in
connection with the issuance of certain certificates by Fortress Commercial
Mortgage Trust 1999-PC1, (iv) the opinion of Sidley & Austin, dated May 27,
1999, in connection with the issuance of certain certificates by Government
Lease Trust, (v) the opinion of Sidley Austin Brown & Wood, dated December 31,
2001, in connection with the issuance of certain notes by FIC GSA Mezzanine
Borrower LLC and FIC Houston LLC, and (vi) the opinion of Thacher Proffitt &
Wood, dated July 12, 2002, in connection with the issuance of certain bonds by
Impac CMB Trust 1998-C1, each of which opinions is attached hereto.
In our review of certain documents in connection with our
opinion as expressed below, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies, and the
authenticity of the originals of such copies. Where documents have been provided
to us in draft form, we have assumed that the final executed versions of such
documents will not differ materially from such drafts.
Our opinion is also based on the correctness of the following
assumptions: (i) Newcastle will file an election to be taxed as a real estate
investment trust (a "REIT") under the Internal Revenue Code of 1986, as amended
(the "Code") with its 2002 tax return, (ii) Newcastle and each of the entities
comprising the Company has been and will continue to be operated in accordance
with the laws of the jurisdiction in which it was formed and in the manner
described in the relevant organizational documents, (iii) there will be no
changes in the applicable laws of the State of Maryland or of any other state
under the laws of which any of the entities comprising the Company have been
formed, and (iv) each of the written agreements to which the Company is a party
will be implemented, construed and enforced in accordance with its terms.
In rendering our opinion, we have considered and relied upon
the Code, the regulations promulgated thereunder ("Regulations"), administrative
rulings and other interpretations of the Code and the Regulations by the courts
and the Internal Revenue Service ("IRS"), all as they exist at the date hereof.
It should be noted that the Code, Regulations, judicial decisions, and
administrative interpretations are subject to change at
{PAGE}
Newcastle Investment Corp.
October 7, 2002
Page 3
any time and, in some circumstances, with retroactive effect. A material change
that is made after the date hereof in any of the foregoing bases for our opinion
could affect our conclusions set forth herein. In this regard, an opinion of
counsel with respect to an issue represents counsel's best judgment as to the
outcome on the merits with respect to such issue, is not binding on the IRS or
262166
|
Newcastle
As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters:
Newcastle Investment Corp – LLP]
Four Times Square
New York 10036-6522
-----
TEL: (212) 735-3000
FAX: (212) 735-2000
http://www.skadden.com
October 7, 2002
Newcastle Investment Corp .
1251 Avenue of Americas
New York, New York 10020
Re: Certain Federal Income Tax Matters
Ladies and Gentlemen:
You have requested our
_____________
Newcastle Investment Corp – Matters
Ladies and Gentlemen:
You have requested our opinion concerning certain Federal
income tax considerations in connection with the offering (the "Offering") by
Newcastle Investment Corp ., a Maryland corporation ("Newcastle"), of shares of
its Common Stock, $.01 par value per share (the "Common Stock"), pursuant to a
Registration
_____________
Newcastle Investment Corp – information presented in the
Officers' Certificates, Registration Statement and other documents, or otherwise
furnished to us, accurately and completely describes all material
{PAGE}
Newcastle Investment Corp .
October 7, 2002
Page 2
facts relevant to our opinion. We have assumed that such statements,
representations and covenants are true without
_____________
Newcastle Investment Corp – at the date hereof.
It should be noted that the Code, Regulations, judicial decisions, and
administrative interpretations are subject to change at
{PAGE}
Newcastle Investment Corp .
October 7, 2002
Page 3
any time and, in some circumstances, with retroactive effect. A material change
that is made after the
_____________
Newcastle Investment Corp – no opinion as to the completeness of the discussion set forth
in "Federal Income Tax Considerations" as applied to any
particular holder.
{PAGE}
Newcastle Investment Corp .
October 7, 2002
Page 4
We express no opinion on any issue relating to Newcastle or
any investment therein, other than as
_____________
dt 144578
;
ABN AMRO Bank
As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters:
ABN AMRO Bank N.V.
– S. LaSalle Street, Suite 1625
c/o Fortress Investment Group Chicago, Illinois 60603
1301 Avenue of the Americas
New York, New York 10019 ABN AMRO Bank N.V.
135 S. LaSalle Street
Fortress IOFP, L.L.C. Chicago, Illinois 60603
c/o Fortress Investment Group
1301 Avenue of the Americas
_____________
ABN AMRO Bank N.V.
– Fortress Depositor L.L.C.
Fortress IOFP, L.L.C.
Greenwich Capital Markets, Inc.
Moody's Investors Service, Inc.
LaSalle Bank National Association
ABN AMRO Bank N.V.
Midland Loan Services, Inc.
November 17, 1999
Page 2
(ii) the creation of a common law trust (the "Trust") and the
issuance
_____________
ABN AMRO Bank N.V., – Trust
Agreement"), between the Depositor, as depositor, Midland Loan
Services, Inc., as servicer (the "Servicer"), LaSalle Bank National
Association, as trustee ("Trustee"), and ABN AMRO Bank N.V., as fiscal
agent;
(iii) the transfer of the Mortgage Loan by the Depositor to
the Trust, pursuant to the Trust Agreement, in
_____________
ABN AMRO Bank N.V.
– Fortress Depositor L.L.C.
Fortress IOFP, L.L.C.
Greenwich Capital Markets, Inc.
Moody's Investors Service, Inc.
LaSalle Bank National Association
ABN AMRO Bank N.V.
Midland Loan Services, Inc.
November 17, 1999
Page 3
For purposes of this opinion letter, we have reviewed the Agreements,
the Private
_____________
ABN AMRO Bank N.V.
– Fortress Depositor L.L.C.
Fortress IOFP, L.L.C.
Greenwich Capital Markets, Inc.
Moody's Investors Service, Inc.
LaSalle Bank National Association
ABN AMRO Bank N.V.
Midland Loan Services, Inc.
November 17, 1999
Page 4
3. Fortress IOFP has been duly organized and is validly
existing as a
_____________
dt 141042
;
Bear, Stearns
As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters:
Bear, Stearns & Co. – for any purpose, without
our prior written consent.
Very truly yours,
/s/ Brown & Wood LLP
2
{PAGE}
[Sidley & Austin Letterhead]
May 27, 1999
Bear, Stearns & Co. Inc. MBIA Insurance Corporation
245 Park Avenue 113 King Street
New York, New York 10167 Armonk, New York 10504
Fortress Investment Corp.
_____________
Bear, Stearns & Co. – dated as of July 31, 1998, between
Meridian, Bankers Trust Company, as collateral agent (the "Collateral Agent")
and the Borrowers named therein;
{PAGE}
Bear, Stearns & Co. Inc.
Fortress Investment Corp.
Fortress GSA Properties Holdings L.L.C.
Fortress GSA Securities L.L.C.
Moody's Investors Service, Inc.
_____________
Bear, Stearns & Co. – execution by Fortress Investment of and delivery to MBIA of
the Indemnification Agreement dated as of May 27, 1999 (the "Indemnification
Agreement");
{PAGE}
Bear, Stearns & Co. Inc.
Fortress Investment Corp.
Fortress GSA Properties Holdings L.L.C.
Fortress GSA Securities L.L.C.
Moody's Investors Service, Inc.
_____________
Bear, Stearns &
Co. – Insurance Corporation
State Street Bank and Trust Company
May 27, 1999
Page 3
(viii) the sale by the Depositor, and the purchase by Bear, Stearns &
Co. Inc,, of the Certificates pursuant to the Certificate Purchase Agreement,
dated as of May 27, 1999, between the Depositor, Fortress Investment and
_____________
Bear, Stearns & Co. – Holdings
and each Borrower has been duly organized and is validly existing in good
standing under the laws of its state of
{PAGE}
Bear, Stearns & Co. Inc.
Fortress Investment Corp.
Fortress GSA Properties Holdings L.L.C.
Fortress GSA Securities L.L.C.
Moody's Investors Service, Inc.
_____________
dt 142450
;
|
McGraw-Hill Companies
As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters:
McGraw-Hill Companies, Inc – Church Street
New York, New York 10119 New York, New York 10007
Standard & Poor's, a division of the Bear, Stearns & Co. Inc.
McGraw-Hill Companies, Inc . Bear Stearns International Limited
55 Water Street, 40th Floor 245 Park Avenue
New York, New York 10041 New York, New York 10167
_____________
dt 311666
;
Newcastle
As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters:
Newcastle Investment Holdings
– you have provided us with,
and we are relying upon, certificates containing certain factual representations
and covenants of officers of Newcastle and of Newcastle Investment Holdings
Corp. ("Holdings") (collectively, the "Officers' Certificates") relating to,
among other things, the actual and proposed operations of Newcastle, Holdings,
and the entities
_____________
dt 144508
;
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Full Doc
| 2002 |
Opinion Letter Re: Certain Federal Income Tax Matters
Opinion Letter Re: Certain Federal Income Tax Matters (98K)
Doc #262198: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-8.1
{SEQUENCE}3
{FILENAME}y54018a3ex8-1.txt
{DESCRIPTION}OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM
{TEXT}
{PAGE}
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, NY 10036-6522
Exhibit 8.1
February 7, 2002
Newcastle Investment Corp.
1301 Avenue of Americas
New York, New York 10019
Re: Certain Federal Income Tax Matters
Ladies and Gentlemen:
You have requested our opinion concerning certain Federal
income tax considerations in connection with the offering (the "Offering") by
Newcastle Investment Corp., a Maryland corporation ("Newcastle"), of shares of
its Common Stock, $.01 par value per share (the "Common Stock"), pursuant to a
Registration Statement on Form S-11 (No. 333-71932) filed with the Securities
and Exchange Commission (the "Commission"), as amended through the date hereof
(the "Registration Statement").
We have acted as tax counsel to Newcastle in connection with
the Offering, and we have assisted in the preparation of the Registration
Statement and certain other documents. In connection with this opinion, we have
examined originals or copies, certified or otherwise identified to our
satisfaction, of the Registration Statement and such other documentation and
information provided by you as we have deemed necessary or appropriate as a
basis for the opinion set forth herein. In addition, you have provided us with,
and we are relying upon, a certificate containing certain factual
representations and covenants of officers of Newcastle (the "Officers'
Certificate") relating to, among other things, the actual and proposed
operations of Newcastle and the entities in which it holds, or has held, a
direct or indirect interest (collectively, the "Company"). For purposes of our
opinion, we have not made an independent investigation of the facts,
representations and covenants set forth in the Officers' Certificate, the
Registration Statement, or in any other document. In particular, we note that
the Company has engaged in and engages in transactions in connection with which
we have not provided legal advice, and have not reviewed, and of which we may be
unaware. We have, consequently, assumed and relied on your representations that
the information presented in the Officers' Certificate, Registration Statement
and other documents, or otherwise furnished to us, accurately and completely
describes all material facts relevant to our opinion.
{PAGE}
Newcastle Investment Corp.
February 7, 2002
Page 2
We have assumed that such statements, representations and covenants are true
without regard to any qualification as to knowledge or belief. Our opinion is
conditioned on the continuing accuracy and completeness of such statements,
representations and covenants. Any material change or inaccuracy in the facts
referred to, set forth, or assumed herein or in the Officer's Certificate may
affect our conclusions set forth herein. We have, at your request, also relied
upon: (i) the opinion of Brown & Wood LLP, dated May 5, 1999, regarding the
qualification of Impac Commercial Holdings, Inc. as a real estate investment
trust ("REIT"), (ii) the opinion of Thacher Proffitt & Wood, dated July 22,
1999, in connection with issuance of certain notes by Fortress CBO Investments
I, Limited and Fortress CBO Investments I Corp., (iii) the opinion of Sidley &
Austin, dated November 17, 1999, in connection with the issuance of certain
certificates by Fortress Commercial Mortgage Trust 1999-PC1, (iv) the opinion of
Sidley & Austin, dated May 27, 1999, in connection with the issuance of certain
certificates by Government Lease Trust, and (v) the opinion of Sidley Austin
Brown & Wood, dated December 31, 2001, in connection with the issuance of
certain notes by FIC GSA Mezzanine Borrower LLC and FIC Houston LLC, each of
which opinions is attached hereto.
In our review of certain documents in connection with our
opinion as expressed below, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies, and the
authenticity of the originals of such copies. Where documents have been provided
to us in draft form, we have assumed that the final executed versions of such
documents will not differ materially from such drafts.
Our opinion is also based on the correctness of the following
assumptions: (i) Newcastle and each of the entities comprising the Company has
been and will continue to be operated in accordance with the laws of the
jurisdiction in which it was formed and in the manner described in the relevant
partnership agreement or other organizational documents, (ii) there will be no
changes in the applicable laws of the State of Maryland or of any other state
under the laws of which any of the entities comprising the Company have been
formed, and (iii) each of the written agreements to which the Company is a party
will be implemented, construed and enforced in accordance with its terms.
{PAGE}
Newcastle Investment Corp.
February 7, 2002
Page 3
In rendering our opinion, we have considered and relied upon
the Internal Revenue Code of 1986, as amended (the "Code"), the regulations
promulgated thereunder ("Regulations"), administrative rulings and other
interpretations of the Code and the Regulations by the courts and the Internal
Revenue Service ("IRS"), all as they exist at the date hereof. It should be
noted that the Code, Regulations, judicial decisions, and administrative
interpretations are subject to change at any time and, in some circumstances,
with retroactive effect. A material change that is made after the date hereof in
any of the foregoing bases for our opinion could affect our conclusions set
forth herein. In this regard, an opinion of counsel with respect to an issue
represents counsel's best judgment as to the outcome on the merits with respect
to such issue, is not binding on the IRS or the courts, and is not a guarantee
that the IRS will not assert a contrary position with respect to such issue or
that a court will not sustain such a position if asserted by the IRS.
We express no opinion as to the laws of any jurisdiction other
than the Federal laws of the United States of America to the extent specifically
262198
|
Newcastle
As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters:
Newcastle Investment Corp – FLOM
{TEXT}
{PAGE}
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, NY 10036-6522
Exhibit 8.1
February 7, 2002
Newcastle Investment Corp .
1301 Avenue of Americas
New York, New York 10019
Re: Certain Federal Income Tax Matters
Ladies and Gentlemen:
You have requested our
_____________
Newcastle Investment Corp – Matters
Ladies and Gentlemen:
You have requested our opinion concerning certain Federal
income tax considerations in connection with the offering (the "Offering") by
Newcastle Investment Corp ., a Maryland corporation ("Newcastle"), of shares of
its Common Stock, $.01 par value per share (the "Common Stock"), pursuant to a
Registration
_____________
Newcastle Investment Corp – Certificate, Registration Statement
and other documents, or otherwise furnished to us, accurately and completely
describes all material facts relevant to our opinion.
{PAGE}
Newcastle Investment Corp .
February 7, 2002
Page 2
We have assumed that such statements, representations and covenants are true
without regard to any qualification as
_____________
Newcastle Investment Corp – of the written agreements to which the Company is a party
will be implemented, construed and enforced in accordance with its terms.
{PAGE}
Newcastle Investment Corp .
February 7, 2002
Page 3
In rendering our opinion, we have considered and relied upon
the Internal Revenue Code of 1986, as
_____________
Newcastle Investment Corp – actual results of Newcastle's
operation for any one taxable year satisfy the requirements
for taxation as a REIT under the Code.
{PAGE}
Newcastle Investment Corp .
February 7, 2002
Page 4
2. Although the discussion set forth in the
Registration Statement under the caption "Federal Income Tax
Considerations"
_____________
dt 144608
;
ABN AMRO Bank
As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters:
ABN AMRO Bank N.V.
– S. LaSalle Street, Suite 1625
c/o Fortress Investment Group Chicago, Illinois 60603
1301 Avenue of the Americas
New York, New York 10019 ABN AMRO Bank N.V.
135 S. LaSalle Street
Fortress IOFP, L.L.C. Chicago, Illinois 60603
c/o Fortress Investment Group
1301 Avenue of the Americas
_____________
ABN AMRO Bank N.V.
– Fortress Depositor L.L.C.
Fortress IOFP, L.L.C.
Greenwich Capital Markets, Inc.
Moody's Investors Service, Inc.
LaSalle Bank National Association
ABN AMRO Bank N.V.
Midland Loan Services, Inc.
November 17, 1999
Page 2
(ii) the creation of a common law trust (the "Trust") and the
issuance
_____________
ABN AMRO Bank N.V., – Trust
Agreement"), between the Depositor, as depositor, Midland Loan
Services, Inc., as servicer (the "Servicer"), LaSalle Bank National
Association, as trustee ("Trustee"), and ABN AMRO Bank N.V., as fiscal
agent;
(iii) the transfer of the Mortgage Loan by the Depositor to
the Trust, pursuant to the Trust Agreement, in
_____________
ABN AMRO Bank N.V.
– Fortress Depositor L.L.C.
Fortress IOFP, L.L.C.
Greenwich Capital Markets, Inc.
Moody's Investors Service, Inc.
LaSalle Bank National Association
ABN AMRO Bank N.V.
Midland Loan Services, Inc.
November 17, 1999
Page 3
For purposes of this opinion letter, we have reviewed the Agreements,
the Private
_____________
ABN AMRO Bank N.V.
– Fortress Depositor L.L.C.
Fortress IOFP, L.L.C.
Greenwich Capital Markets, Inc.
Moody's Investors Service, Inc.
LaSalle Bank National Association
ABN AMRO Bank N.V.
Midland Loan Services, Inc.
November 17, 1999
Page 4
3. Fortress IOFP has been duly organized and is validly
existing as a
_____________
dt 141043
;
Bear, Stearns
As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters:
Bear, Stearns & Co. – for any purpose, without
our prior written consent.
Very truly yours,
/s/ Brown & Wood LLP
2
{PAGE}
[Sidley & Austin Letterhead]
May 27, 1999
Bear, Stearns & Co. Inc. MBIA Insurance Corporation
245 Park Avenue 113 King Street
New York, New York 10167 Armonk, New York 10504
Fortress Investment Corp.
_____________
Bear, Stearns & Co. – dated as of July 31, 1998, between
Meridian, Bankers Trust Company, as collateral agent (the "Collateral Agent")
and the Borrowers named therein;
{PAGE}
Bear, Stearns & Co. Inc.
Fortress Investment Corp.
Fortress GSA Properties Holdings L.L.C.
Fortress GSA Securities L.L.C.
Moody's Investors Service, Inc.
_____________
Bear, Stearns & Co. – execution by Fortress Investment of and delivery to MBIA of
the Indemnification Agreement dated as of May 27, 1999 (the "Indemnification
Agreement");
{PAGE}
Bear, Stearns & Co. Inc.
Fortress Investment Corp.
Fortress GSA Properties Holdings L.L.C.
Fortress GSA Securities L.L.C.
Moody's Investors Service, Inc.
_____________
Bear, Stearns &
Co. – Insurance Corporation
State Street Bank and Trust Company
May 27, 1999
Page 3
(viii) the sale by the Depositor, and the purchase by Bear, Stearns &
Co. Inc,, of the Certificates pursuant to the Certificate Purchase Agreement,
dated as of May 27, 1999, between the Depositor, Fortress Investment and
_____________
Bear, Stearns & Co. – Holdings
and each Borrower has been duly organized and is validly existing in good
standing under the laws of its state of
{PAGE}
Bear, Stearns & Co. Inc.
Fortress Investment Corp.
Fortress GSA Properties Holdings L.L.C.
Fortress GSA Securities L.L.C.
Moody's Investors Service, Inc.
_____________
dt 142463
;
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