AG Mortgage Investment Trust, Inc. (NYSE: MITT) (“MITT”), a
publicly traded residential mortgage REIT managed by AG REIT
Management, LLC, an affiliate of Angelo, Gordon & Co., L.P.
(“Angelo Gordon”), a leading $74 billion alternative investment
firm, and Western Asset Mortgage Capital Corporation (NYSE: WMC)
(“WMC”), jointly announced today that they have determined the
final exchange ratio in accordance with the terms of the Agreement
and Plan of Merger, dated as of August 8, 2023 (the “Merger
Agreement”), by and among MITT, AGMIT Merger Sub, LLC, a Delaware
limited liability company and wholly owned subsidiary of MITT
(“Merger Sub”), WMC and, solely for the limited purposes set forth
in the Merger Agreement, AG REIT Management, LLC, a Delaware
limited liability company (“MITT Manager”), pursuant to which,
subject to the terms and conditions therein, WMC will be merged
with and into Merger Sub, with Merger Sub continuing as the
surviving company (such transaction, the “Merger”).
Pursuant to the terms and subject to the conditions set forth in
the Merger Agreement, at the effective time of the Merger, each
outstanding share of WMC common stock will be converted into the
right to receive the following (the “Per Share Merger
Consideration”): (i) 1.498 shares of MITT common stock; and (ii)
the per share portion of a cash payment from MITT Manager equal to
the lesser of $7,000,000 or approximately 9.9% of the aggregate Per
Share Merger Consideration, as specified in the Merger Agreement.
Any difference between $7,000,000 and such smaller amount will be
used to benefit the combined company post-closing by offsetting
reimbursable expenses that would otherwise be payable to MITT
Manager. Cash will be paid in lieu of fractional shares of MITT
common stock that would have been received as a result of the
Merger.
The final exchange ratio, based on a determination date of
September 30, 2023 for calculating MITT’s and WMC’s respective
transaction expenses, is slightly lower than the base exchange
ratio of 1.50 (using an initial determination date of June 30,
2023) that was set out in the joint proxy statement/prospectus,
dated September 29, 2023, that was filed by MITT and WMC with the
Securities and Exchange Commission (“SEC”) and previously
distributed to the parties’ respective stockholders.
A special meeting of stockholders of MITT will be held on
November 7, 2023, at 10:00 a.m., Eastern Time, at the offices of
Hunton Andrews Kurth LLP, 200 Park Avenue, New York, New York
10166, at which the MITT common stockholders will be asked to
approve the issuance of shares of MITT common stock to WMC common
stockholders pursuant to the Merger Agreement.
A special meeting of stockholders of WMC will be held via
virtual live webcast on November 7, 2023, at 9:00 a.m., Pacific
Time, at which the WMC common stockholders will be asked to approve
the Merger and the other transactions contemplated by the Merger
Agreement and the other proposals set forth in the joint proxy
statement/prospectus.
The Merger Agreement has been approved by both companies’ boards
of directors. The completion of the Merger is subject to the
satisfaction of certain customary conditions, including approval of
the common stockholders of both MITT and WMC. The companies
currently expect the transaction to close on November 9, 2023.
About AG Mortgage Investment Trust, Inc.
AG Mortgage Investment Trust, Inc. is a residential mortgage
REIT with a focus on investing in a diversified risk-adjusted
portfolio of residential mortgage-related assets in the U.S.
mortgage market. AG Mortgage Investment Trust, Inc. is externally
managed and advised by AG REIT Management, LLC, a subsidiary of
Angelo, Gordon & Co., L.P., a leading alternative investment
firm focusing on credit and real estate strategies.
Additional information can be found on MITT’s website at
www.agmit.com.
About Angelo, Gordon & Co., L.P.
Angelo, Gordon & Co., L.P. is a leading alternative
investment firm founded in November 1988. The firm currently
manages approximately $74 billion* with a primary focus on credit
and real estate strategies. Angelo Gordon has over 700 employees,
including more than 230 investment professionals, and is
headquartered in New York, with associated offices elsewhere in the
U.S., Europe and Asia. For more information, visit
www.angelogordon.com.
*Angelo Gordon’s (the "firm") currently stated assets under
management (“AUM”) of approximately $74 billion as of June 30, 2023
reflects fund-level asset-related leverage. Prior to May 15, 2023,
the firm calculated its AUM as net assets under management
excluding leverage, which resulted in firm AUM of approximately $53
billion as of December 31, 2022. The difference reflects a change
in the firm’s AUM calculation methodology and not any material
change to the firm’s investment advisory business. For a
description of the factors the firm considers when calculating AUM,
please see the disclosure at www.angelogordon.com/disclaimers/.
About Western Asset Mortgage Capital Corporation
WMC is a real estate investment trust that invests in, finances,
and manages a diverse portfolio of assets consisting of Residential
Whole Loans, Non-Agency RMBS, and to a lesser extent GSE Risk
Transfer Securities, Commercial Loans, Non-Agency CMBS, Agency
RMBS, Agency CMBS, and ABS. WMC is externally managed and advised
by Western Asset Management Company, LLC, an investment advisor
registered with the Securities and Exchange Commission and a
wholly-owned subsidiary of Franklin Resources, Inc.
Important Additional Information and Where to Find It
In connection with the proposed Merger, MITT has filed with the
SEC a registration statement on Form S-4 (File No. 333-274319) (the
“Registration Statement”), which was declared effective by the SEC
on September 29, 2023. The Registration Statement includes a
prospectus of MITT and a joint proxy statement of MITT and WMC (the
“joint proxy statement/prospectus”). The joint proxy
statement/prospectus contains important information about MITT,
WMC, the proposed Merger and related matters. MITT and WMC may file
with the SEC other documents regarding the Merger. The definitive
joint proxy statement/prospectus has been sent to the stockholders
of MITT and WMC, and contains important information about MITT,
WMC, the proposed Merger and related matters. This communication is
not a substitute for any proxy statement, registration statement,
tender or exchange offer statement, prospectus or other document
MITT or WMC has filed or may file with the SEC in connection with
the proposed Merger and related matters. INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT ON FORM S-4
AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL
AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS
THAT ARE FILED OR MAY BE FILED BY MITT AND WMC WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT MITT, WMC AND THE PROPOSED MERGER. Investors
and security holders may obtain copies of these documents free of
charge through the website maintained by the SEC at www.sec.gov.
Copies of the documents filed by MITT with the SEC are also
available free of charge on MITT’s website at www.agmit.com. Copies
of the documents filed by WMC with the SEC are also available free
of charge on WMC’s website at www.westernassetmcc.com.
Participants in the Solicitation Relating to the
Merger
MITT, WMC and certain of their respective directors and
executive officers and certain other affiliates of MITT and WMC may
be deemed to be participants in the solicitation of proxies from
the common stockholders of WMC and MITT in respect of the proposed
Merger. Information regarding WMC and its directors and executive
officers and their ownership of common stock of WMC can be found in
WMC’s Annual Report on Form 10-K for the fiscal year ended December
31, 2022, filed with the SEC on March 13, 2023, and in its
definitive proxy statement relating to its 2023 annual meeting of
stockholders, filed with the SEC on May 2, 2023. Information
regarding MITT and its directors and executive officers and their
ownership of common stock of MITT can be found in MITT’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2022,
filed with the SEC on February 27, 2023, and in its definitive
proxy statement relating to its 2023 annual meeting of
stockholders, filed with the SEC on March 22, 2023. Additional
information regarding the interests of such participants in the
Merger is included in the joint proxy statement/prospectus and
other relevant documents relating to the proposed Merger filed with
the SEC. These documents are available free of charge on the SEC’s
website and from MITT or WMC, as applicable, using the sources
indicated above.
No Offer or Solicitation
This communication and the information contained herein shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act, as amended (the
“Securities Act”). This communication may be deemed to be
solicitation material in respect of the proposed Merger.
Forward-Looking Statements
This document contains certain “forward-looking” statements
within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act, as amended. MITT and WMC intend such
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995 and include this statement
for purposes of complying with the safe harbor provisions. Words
such as “expects,” “anticipates,” “intends,” “plans,” “believes,”
“seeks,” “estimates,” “will,” “should,” “may,” “projects,” “could,”
“estimates” or variations of such words and other similar
expressions are intended to identify such forward-looking
statements, which generally are not historical in nature, but not
all forward-looking statements include such identifying words.
Forward-looking statements regarding MITT and WMC include, but are
not limited to, statements related to the proposed Merger,
including the anticipated timing, benefits and financial and
operational impact thereof; other statements of management’s
belief, intentions or goals; and other statements that are not
historical facts. These forward-looking statements are based on
each of the companies’ current plans, objectives, estimates,
expectations and intentions and inherently involve significant
risks and uncertainties. Actual results and the timing of events
could differ materially from those anticipated in such
forward-looking statements as a result of these risks and
uncertainties, which include, without limitation, risks and
uncertainties associated with: MITT’s and WMC’s ability to complete
the proposed Merger on the proposed terms or on the anticipated
timeline, or at all, including risks and uncertainties related to
securing the necessary stockholder approval from WMC’s and MITT’s
respective stockholders and satisfaction of other closing
conditions to consummate the proposed Merger; the occurrence of any
event, change or other circumstance that could give rise to the
termination of the Merger Agreement; risks related to diverting the
attention of MITT and WMC management from ongoing business
operations; failure to realize the expected benefits of the
proposed Merger; significant transaction costs and/or unknown or
inestimable liabilities; the risk of stockholder litigation in
connection with the proposed Merger, including resulting expense or
delay; the risk that MITT’s and WMC’s respective businesses will
not be integrated successfully or that such integration may be more
difficult, time-consuming or costly than expected; and effects
relating to the announcement of the proposed Merger or any further
announcements or the consummation of the proposed Merger on the
market price of MITT’s or WMC’s common stock. Additional risks and
uncertainties related to MITT’s and WMC’s business are included
under the headings “Forward-Looking Statements” and “Risk Factors”
in MITT’s and WMC’s Annual Report on Form 10-K for the year ended
December 31, 2022, MITT’s and WMC’s Quarterly Report on Form 10-Q
for the quarter ended June 30, 2023, the joint proxy
statement/prospectus and in other reports and documents filed by
either company with the SEC from time to time. Moreover, other
risks and uncertainties of which MITT or WMC are not currently
aware may also affect each of the companies’ forward-looking
statements and may cause actual results and the timing of events to
differ materially from those anticipated. The forward-looking
statements made in this communication are made only as of the date
hereof or as of the dates indicated in the forward-looking
statements, even if they are subsequently made available by MITT or
WMC on their respective websites or otherwise. Neither MITT nor WMC
undertakes any obligation to update or supplement any
forward-looking statements to reflect actual results, new
information, future events, changes in its expectations or other
circumstances that exist after the date as of which the
forward-looking statements were made, except as required by
law.
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version on businesswire.com: https://www.businesswire.com/news/home/20231019850133/en/
Investors AG Mortgage Investment Trust, Inc. Investor
Relations (212) 692-2110 ir@agmit.com
Western Asset Mortgage Capital Corporation Larry Clark Financial
Profiles, Inc. (310) 622-8223 lclark@finprofiles.com
Media AG Mortgage Investment Trust, Inc.
media@angelogordon.com
Western Asset Mortgage Capital Corporation Tricia Ross Financial
Profiles, Inc. (310) 622-8226 tross@finprofiles.com
Western Asset Mortgage C... (NYSE:WMC)
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