AG Mortgage Investment Trust, Inc. Stockholders Approve Issuance of Common Stock in Merger With Western Asset Mortgage Capital Corporation

Rhea-AI Summary

AG Mortgage Investment Trust, Inc. (NYSE: MITT) Stockholders Approve Merger Agreement with Western Asset Mortgage Capital Corporation, Expected to Close in Q4 2023

Positive

• Stockholders approved the issuance of MITT’s common stock pursuant to the merger agreement with WMC, signaling a positive step towards the completion of the merger
• The Merger is expected to close in the fourth quarter of 2023, indicating a timeline for the completion of the agreement

Negative

• None.

NEW YORK--(BUSINESS WIRE)-- AG Mortgage Investment Trust, Inc. (NYSE: MITT) (“MITT”) announced that at the special meeting of stockholders held today its stockholders approved the issuance of MITT’s common stock pursuant to the terms of the previously announced merger agreement with Western Asset Mortgage Capital Corporation (“WMC”). Pursuant to the merger agreement, MITT will acquire WMC through WMC’s merger with and into a wholly owned subsidiary of MITT (the “Merger”). The Merger is expected to close in the fourth quarter of 2023, subject to WMC’s stockholders approving the Merger and the other closing conditions in the merger agreement being satisfied.

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 diversified credit and real estate investing platform within TPG.

Additional information can be found on MITT’s website at www.agmit.com.

About TPG Angelo Gordon

Founded in 1988, Angelo, Gordon & Co., L.P. (“TPG Angelo Gordon”) is a diversified credit and real estate investing platform within TPG. The platform currently manages approximately $74 billion* across a broad range of credit and real estate strategies. TPG Angelo Gordon has over 700 employees, including more than 230 investment professionals, across offices in the U.S., Europe and Asia. For more information, visit www.angelogordon.com.

*TPG Angelo Gordon’s 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, TPG Angelo Gordon calculated its AUM as net assets under management excluding leverage, which resulted in TPG Angelo Gordon AUM of approximately $53 billion as of December 31, 2022. The difference reflects a change in the TPG Angelo Gordon’s AUM calculation methodology and not any material change to TPG Angelo Gordon’s investment advisory business. For a description of the factors TPG Angelo Gordon considers when calculating AUM, please see the disclosure at www.angelogordon.com/disclaimers/.

Forward-Looking Statements

This document contains certain “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. MITT intends 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 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 MITT’s 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 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 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 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; the amount and timing of MITT’s remaining fourth quarter dividend; 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 common stock. Additional risks and uncertainties related to MITT’s business are included under the headings “Forward-Looking Statements” and “Risk Factors” in MITT’s Annual Report on Form 10-K for the year ended December 31, 2022, MITT’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, the joint proxy statement/prospectus filed with the Securities and Exchange Commission (the “SEC”) on September 29, 2023, and in other reports and documents filed by MITT with the SEC from time to time. Moreover, other risks and uncertainties of which MITT is not currently aware may also affect its 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 on its website or otherwise. MITT undertakes no 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20231107340859/en/

Investors

AG Mortgage Investment Trust, Inc.

Investor Relations

(212) 692-2110

ir@agmit.com

Media

AG Mortgage Investment Trust, Inc.

media@angelogordon.com

Source: AG Mortgage Investment Trust, Inc.

FAQ

What is the ticker symbol of AG Mortgage Investment Trust, Inc.?

The ticker symbol is MITT on the New York Stock Exchange (NYSE).

What is the merger agreement between MITT and WMC?

The merger agreement entails MITT acquiring WMC through a merger with a wholly owned subsidiary of MITT, subject to approval by WMC's stockholders and other closing conditions.

When is the expected closing date of the Merger?

The Merger is anticipated to close in the fourth quarter of 2023, pending approval by WMC's stockholders and satisfaction of other closing conditions.

What does the approval of the issuance of MITT’s common stock mean for the merger?

The approval indicates a positive step towards the completion of the merger, aligning with the terms of the merger agreement.