AG Mortgage Investment Trust, Inc. (NYSE: MITT) (“MITT” or the
“Company”) today announced that it has commenced an offer to
exchange (the “Exchange Offer”) newly issued shares of the
Company’s common stock, par value $0.01 per share (the “Common
Stock”), for up to 1,363,670 validly tendered and accepted shares
of 8.25% Series A Cumulative Redeemable Preferred Stock, par value
$0.01 per share (“Series A Preferred”), 8.00% Series B Cumulative
Redeemable Preferred Stock, par value $0.01 per share (“Series B
Preferred”), and 8.000% Series C Fixed-to-Floating Rate Cumulative
Redeemable Preferred Stock, par value $0.01 per share (“Series C
Preferred” and, together with the Series A Preferred and the Series
B Preferred, the “Preferred Stock”), without regard to series,
subject to, as necessary, proration. Consideration offered under
the Exchange Offer will be limited to 6,818,350 newly issued shares
of Common Stock representing approximately 19.9% of the Common
Stock to be outstanding immediately prior to the Expiration Date
(as defined herein).
For each share of Preferred Stock validly tendered prior to
11:59 p.m., New York City Time, on September 11, 2020 (the
“Expiration Date”) and not withdrawn, holders of the Preferred
Stock will be eligible to receive the applicable exchange
consideration set out in the table below subject to, as necessary,
proration (the “Exchange Consideration”).
Title of Series/CUSIP
Number/Trading Symbol of Preferred Stock
Outstanding Shares Prior to
the Exchange Offer
Exchange Consideration
Series A Preferred / 001228204 /
MITT PrA
2,070,000
5 shares of newly issued Common
Stock for each share of Series A Preferred (subject to
proration)
Series B Preferred / 001228303 /
MITT PrB
4,600,000
5 shares of newly issued Common
Stock for each share of Series B Preferred (subject to
proration)
Series C Preferred / 001228402 /
MITT PrC
4,600,000
5 shares of newly issued Common
Stock for each share of Series C Preferred (subject to
proration)
The Company is relying on Section 3(a)(9) of the Securities Act
of 1933, as amended (the “Securities Act”), to exempt the Exchange
Offer from the registration requirements of the Securities Act.
Available Documents and Other Details
The Company is making the Exchange Offer pursuant to the terms
of and subject to the conditions set forth in the tender offer
statement on Schedule TO, and related offer to exchange (the “Offer
to Exchange”). Copies of the Offer to Exchange may be obtained from
the Information Agent at the contact details provided below or at
www.dfking.com/MITT.
Documents relating to the Exchange Offer will be distributed to
holders of Preferred Stock. The complete terms and conditions of
the Exchange Offer are set forth in the Offer to Exchange. This
press release is for informational purposes only and is neither an
offer to sell nor a solicitation of an offer to purchase any shares
of Common Stock or Preferred Stock. The Exchange Offer is only
being made pursuant to, and this press release is qualified by
reference to, the Offer to Exchange. The Exchange Offer is not
being made to holders of Preferred Stock in any jurisdiction in
which the making or acceptance thereof would not be in compliance
with the securities, blue sky or other laws of such
jurisdiction.
The Exchange Agent for the Exchange Offer is American Stock
Transfer & Trust Company, LLC and can be contacted by calling
877-248-6417 or 718-921-8317. The Information Agent for the
Exchange Offer is D.F. King & Co., Inc. and can be contacted by
calling 800-488-8035 or emailing MITT@dfking.com.
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. 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.
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 factors, including, without
limitation, changes in interest rates, changes in the yield curve,
changes in prepayment rates on the loans we own that underlie our
investment securities, increases in default rates or delinquencies
and/or decreased recovery rates on our assets, our ability to make
distributions to our stockholders in the future, our ability to
maintain our qualification as a REIT for federal tax purposes, our
ability to qualify for an exemption from registration under the
Investment Company Act of 1940, as amended, prior to the expiration
of our one year grace period, the availability and terms of
financing, changes in the fair value of our assets, including
negative changes resulting in margin calls relating to the
financing of our assets, changes in general economic conditions, in
our industry and in the finance and real estate markets, including
the impact on the value of our assets, conditions in the market for
Agency RMBS, Non-Agency RMBS and CMBS securities, Excess MSRs and
loans, conditions in the real estate market, legislative and
regulatory actions by the U.S. Department of the Treasury, the
Federal Reserve and other agencies and instrumentalities in
response to the economic effects of the novel coronavirus
(COVID-19) pandemic that could adversely affect the business of the
Company, the forbearance program included in the Coronavirus Aid,
Relief, and Economic Security Act and the ongoing spread and
economic effects of COVID-19. Additional information concerning
these and other risk factors are contained in the Company's filings
with the Securities and Exchange Commission ("SEC"), including its
most recent Annual Report on Form 10-K and subsequent filings,
including its quarterly report on Form 10-Q for the three months
ended June 30, 2020. Copies are available free of charge on the
SEC's website, http://www.sec.gov/. All information in this press
release is as of August 14, 2020. The Company undertakes no duty to
update any forward-looking statements to reflect any change in its
expectations or any change in events, conditions or circumstances
on which any such statement is based.
ABOUT AG MORTGAGE INVESTMENT TRUST, INC.
AG Mortgage Investment Trust, Inc. is a hybrid mortgage REIT
that opportunistically invests in and manages a diversified
risk-adjusted portfolio of Residential and Commercial Investments.
AG Mortgage Investment Trust, Inc. is externally managed and
advised by AG REIT Management, LLC, a subsidiary of Angelo, Gordon
& Co., L.P., an SEC-registered investment adviser that
specializes in alternative investment activities.
ABOUT ANGELO GORDON
Angelo, Gordon & Co., L.P. is a privately held limited
partnership founded in November 1988. The firm manages
approximately $39 billion as of June 30, 2020 with a primary focus
on credit and real estate strategies. Angelo Gordon has over 550
employees, including more than 200 investment professionals, and is
headquartered in New York, with offices in the U.S., Europe and
Asia. For more information, visit www.angelogordon.com.
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AG Mortgage Investment Trust, Inc. Investor Relations (212)
692-2110 ir@agmit.com
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