I'm inclined to vote no and let the chips fall where they may.

Newcastle Investment Corp. Preferred Stock Offer Deemed Coercive
CLEVELAND, OH--(Marketwire - November 6, 2009) - Ramat Securities, Ltd. ("Ramat Securities"), a registered broker-dealer and securities investment firm based in Cleveland, Ohio, believes that the proposed preferred stock redemption offer of Newcastle Investment Corp. (NYSE: NCT) (NYSE: NCT.PrB) (NYSE: NCT.PrC) (NYSE: NCT.PrD) at $6.76-7.19 per share for its Series B, C and D preferred stock is grossly inadequate and potentially coercive.

Howard Amster, a principal of Ramat Securities, commented, "We believe the proposal is an attempt to 'squeeze out' the preferred stockholders at substantially less than the true value of their investment." Mr. Amster further stated, "The proposal would benefit the holders of the common stock at the expense of the preferred holders."

Mr. Amster said that he "Believes that the proposed purchase price is grossly inadequate, representing only approximately 25% of the liquidating preference plus accrued dividends on the preferred stock." He explained that "A number of financial companies have recently restructured their preferred stock with exchange offers that typically provide approximately $21 of common stock value per $25 of liquidating preference preferred, representing approximately 84% of such value."

If approved, Ramat Securities believes that the proposal would strip non-tendering preferred shareholders of their preferential dividend and voting rights and limit their liquidation rights, effectively subordinating the preferred stock to the outstanding common stock and leave the preferred holders with an illiquid investment due to the proposed de-registration of the preferred stock.

As the holder of more than 7% of the Newcastle's preferred stock, Mr. Amster indicated that he could not support such a coercive and unfair proposal, and believes that Newcastle should restructure the offer in the interest of all shareholders.