NEW YORK–(BUSINESS WIRE)–AG Mortgage Investment Trust, Inc. (NYSE: MITT) announced today that it has completed the previously announced acquisition of Western Asset Mortgage Capital Corporation via merger with a wholly owned subsidiary of MITT. December 5, 2023 was the last day on which WMC’s common stock was publicly traded and prior to the opening of trading on December 6, 2023, its common stock will be suspended from trading on the NYSE.
“The completion of the WMC acquisition marks a significant milestone for MITT in achieving its growth and scale initiatives,” said TJ Durkin, Chief Executive Officer and President of MITT. “We are confident that we will maximize the synergies inherent in this transaction to deliver long-term risk adjusted returns to our stockholders.”
Pursuant to the merger agreement, at the effective time of the merger, each outstanding share of common stock of WMC was converted into the right to receive (i) from MITT, 1.498 shares of MITT common stock and (ii) $0.92 per share in a cash payment from MITT’s manager, an affiliate of TPG Angelo Gordon, equal to approximately $5.7 million in the aggregate. Approximately $1.3 million (representing the difference between $7.0 million and the cash consideration paid to WMC stockholders) will be used to benefit MITT post-closing by offsetting reimbursable expenses that would otherwise be payable to MITT’s manager. Cash was paid in lieu of fractional shares of MITT common stock that would have been received as a result of the merger.
In connection with the closing of the merger, the size of MITT’s board of directors was increased by two members, and M. Christian Mitchell and Lisa G. Quateman, former WMC board members, were appointed to MITT’s board of directors as independent directors.
Advisors
Piper Sandler & Co. acted as exclusive financial advisor and Hunton Andrews Kurth LLP acted as legal advisor to MITT. Hogan Lovells US LLP acted as special Maryland counsel to MITT. BTIG, LLC and JMP Securities, a Citizens Company, acted as financial advisors, and Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to WMC.
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 $76 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.
