NEW YORK–(BUSINESS WIRE)–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., 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.
