UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

 CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 27, 2012 

CENTERLINE HOLDING COMPANY

(Exact name of registrant as specified in its charter) 

Registrant’s telephone number, including area code: 212-317-5700 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 1.01. Entry into a Material Definitive Agreement.

On December 27, 2012, Centerline Mortgage Capital Inc. and Centerline Mortgage Partners Inc. (collectively, the “Companies”), each of which is a subsidiary of Centerline Holding Company (“Centerline”), entered into a Second Amendment (the “Amendment”) to the Mortgage Warehouse Loan and Security Agreement, dated April 25, 2012, with Capital One, National Association (the “Lender”), as previously amended by the First Amendment to Mortgage Warehouse Loan and Security Agreement, dated as of July 16, 2012 (as amended, the “Agreement”). Among other things, the Amendment extends the facility termination date to December 27, 2013, increases the facility commitment amount by $50,000,000, and decreases the interest rates paid on advances and the rates charged for unused balances. Pursuant to the Agreement, the Companies may borrow up to $125,000,000. The Companies use advances under the Agreement to fund the origination of certain type of eligible loans described in the Agreement, including loans originated on behalf of Fannie Mae and Freddie Mac. Advances under the Agreement are anticipated to bear interest at a rate of 190 basis points per annum over monthly LIBOR, and the Companies expect to pay non-usage fees of 15 basis points per annum on any unused balances. The Agreement provides that the interest rate charged on advances and the rate charged on unused balances will increase if the Companies and their affiliates fail to maintain specified average deposit balances with the Lender.

The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Certain statements made in this report, including statements relating to the anticipated rates charged pursuant to the Agreement, may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are not historical facts, but rather our beliefs and expectation that are based on our current estimates, projections and assumptions about our Company and industry. Words such as “anticipated,” “expect” and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Some of these risks include, among others, business limitations caused by adverse changes in real estate and credit markets and general economic and business conditions; changes in applicable laws and regulations; competition with other companies; and risk of loss associated with our mortgage originations. We caution against placing undue reliance on these forward-looking statements, which reflect our view only as of the date of this report. We are under no obligation (and expressly disclaim any obligation) to update or alter any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or change in events, conditions, or circumstances on which any such statement is based.

Item 9.01. Financial Statements and Exhibits.

The Exhibit Index appearing after the signature page of this Current Report on Form 8-K is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused is report to be signed on its behalf by the undersigned thereunto duly authorized.

EXHIBIT INDEX