BETHESDA, Md., May 23, 2016 /PRNewswire/ -- American
Capital Mortgage Investment Corp. ("MTGE" or the "Company")
(Nasdaq: MTGE) today announced that American Capital Agency Corp.
("AGNC") (Nasdaq: AGNC) has entered into a definitive transaction
agreement to acquire MTGE's external manager, American Capital MTGE
Management, LLC ("MTGE Manager") from American Capital Asset
Management, LLC ("ACAM"), a wholly-owned portfolio company of
American Capital, Ltd. ("ACAS"). Under the terms of the transaction
agreement, AGNC will acquire American Capital Mortgage Management,
LLC ("ACMM"), which is the parent company of MTGE Manager.
Following the closing of the transaction, MTGE Manager, as an
indirect subsidiary of AGNC, will continue to provide investment
management services to MTGE on an external basis under the existing
fee structure. AGNC intends to retain ACMM's current employee
base, including its management, agency and non-agency investment,
operations, accounting, and treasury personnel following the
transaction.
"The acquisition of our manager by AGNC eliminates any
uncertainty associated with the current ACAS strategic review
process and provides continuity of personnel and investment
philosophy," said Gary Kain, Chief
Executive Officer and President of MTGE. "We believe this is
a great outcome for our shareholders, as MTGE will maintain its
access to our experienced management and investment teams and
well-established infrastructure, providing scale benefits not
typically associated with a REIT of MTGE's size. Under AGNC's
management, we are confident that MTGE can further enhance the
value proposition for shareholders and continue to generate
attractive risk-adjusted returns through prudent investments,
disciplined risk management and accretive capital management
actions, including the continuance of our practice of share
repurchases."
The Company today also announced changes to the composition of
its Board of Directors. Prior to the execution of the
transaction agreement, Morris A.
Davis, John R. Erickson,
Samuel A. Flax, Larry K. Harvey, Prue B.
Larocca and Alvin N. Puryear
resigned as directors of MTGE. Following the resignations,
MTGE's Board is comprised of Gary
Kain, Robert M. Couch, and
Randy E. Dobbs, with Messrs. Couch
and Dobbs serving as independent directors. In addition,
MTGE's Board has elected Mr. Dobbs as Chair of the Board. It
is anticipated that Messrs. Erickson and Flax will remain in their
capacities as Executive Vice President and Chief Financial Officer
and Executive Vice President and Secretary, respectively, of the
Company through the closing date of the transaction, which is
anticipated to occur in the third quarter of 2016.
"The directors of the Company are very pleased with the outcome
of this transaction," said Randy
Dobbs, Chair of the Company's Board. "Maintaining the
services of a qualified management team provides continuity for the
Company and affords us the flexibility to take advantage of future
opportunities across the spectrum of real estate
investments."
Separately, ACAS and Ares Capital Corporation (NASDAQ:ARCC)
announced today that they have entered into a definitive merger
agreement under which Ares Capital will acquire ACAS.
For further information or questions, please contact the
Investor Relations Department at (301) 968-9220 or IR@MTGE.com.
FORWARD LOOKING STATEMENTS
This press release contains
forward-looking statements, including statements regarding the
expected timing of completion of the proposed transaction, the
expected benefits of the proposed transaction, and management's
plans, projections and objectives for future operations.
Forward-looking statements are based on estimates, projections,
beliefs and assumptions of management of the Company at the time of
such statements and are not guarantees of future performance or
results. Forward-looking statements involve risks and
uncertainties in predicting future results and conditions.
Actual results could differ materially from those projected in
these forward-looking statements due to a variety of important
factors, including, without limitation, changes in interest rates,
changes in the yield curve, changes in prepayment rates, the
availability and terms of financing, changes in the market value of
the Company's assets, the occurrence of any event or change of
circumstances that could give rise to the termination of the
transaction agreement, the risk that the proposed transaction will
not be consummated in a timely manner or at all, the receipt of
regulatory approval or other closing conditions for the proposed
transaction, risks related to the disruption of management time
from ongoing business operations due to the proposed transaction,
the failure to realize the expected benefits from the proposed
transaction, general economic conditions, market conditions,
conditions in the market for agency and non-agency securities and
mortgage related investments, and legislative and regulatory
changes that could adversely affect the business of the
Company. Certain important factors that could cause actual
results to differ materially from those contained in the
forward-looking statements, are included in the Company's periodic
reports filed with the Securities and Exchange Commission
("SEC"). Copies are available on the SEC's website,
www.sec.gov. The Company disclaims any obligation to update
or revise any forward-looking statements based on the occurrence of
future events, the receipt or new information, or otherwise.
CONTACT:
Investors - (301) 968-9220
Media - (301) 968-9400
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SOURCE American Capital Mortgage Investment Corp.