Western Asset Mortgage Capital Corporation Announces Proposed Public Offering of Convertible Senior Notes Due 2024
September 09 2021 - 4:10PM
Business Wire
Western Asset Mortgage Capital Corporation (NYSE: WMC) (the
“Company”) today announced that it intends to offer, subject to
market and other conditions, Convertible Senior Notes due 2024 (the
“Notes”). The Company intends to grant the underwriter a 30-day
option to purchase additional Notes to cover over-allotments, if
any.
The Notes will pay interest semiannually and are expected to
mature on September 15, 2024, unless earlier converted, redeemed or
repurchased. The Company will have the right to redeem the Notes on
or after June 15, 2024. Prior to June 15, 2024, the Notes will be
convertible only upon certain circumstances and during certain
periods, and thereafter will be convertible at any time prior to
the close of business on the second business day immediately
preceding the maturity date of the Notes. The Notes will be
convertible into cash, shares of the Company’s common stock or a
combination thereof, at the Company’s sole election. The interest
rate, initial conversion rate and other terms of the Notes will be
determined at the time of pricing the offering.
The Company intends to use the net proceeds from this offering,
together with up to $25 million of cash on hand, to repurchase
additional amounts of its outstanding 6.75% Convertible Senior
Notes due October 1, 2022 and the remainder, if any, of the net
proceeds for general corporate purposes.
JMP Securities is the sole underwriter for the offering.
The offering is being made pursuant to an effective shelf
registration statement, including a prospectus and related
prospectus supplement, filed by the Company with the Securities and
Exchange Commission (“SEC”). These documents may be obtained for
free by visiting the SEC’s website at http://www.sec.gov.
Alternatively, a copy of the preliminary prospectus supplement and
accompanying prospectus related to the offering may be obtained,
when available, by contacting JMP Securities, 600 Montgomery
Street, 10th Floor, San Francisco, CA 94111, Attention: Prospectus
Department, or by calling (415) 835-8985.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities nor will there be
any sale of these securities in any state or other jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or other jurisdiction.
ABOUT WESTERN ASSET MORTGAGE CAPITAL CORPORATION
Western Asset Mortgage Capital Corporation is a real estate
investment trust that invests in, acquires and manages a diverse
portfolio of assets consisting of Residential Whole Loans,
Commercial Loans, Non-Agency CMBS, Non-Agency RMBS, GSE Risk
Transfer Securities and to a lesser extent Agency RMBS, Agency CMBS
and ABS. The Company’s investment strategy may change, subject to
the Company’s stated investment guidelines, and is based on its
manager Western Asset Management Company, LLC's perspective of
which mix of portfolio assets it believes provide the Company with
the best risk-reward opportunities at any given time. The Company
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.
FORWARD-LOOKING STATEMENTS
Certain items in this press release may constitute
forward-looking statements within the meaning of the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995,
including, but not limited to, statements relating to the proposed
offering and the anticipated use of the net proceeds from the
offering. These statements are based on management’s current
expectations and beliefs and are subject to a number of trends and
uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. The Company
can give no assurance that its expectations will be attained.
Factors that may cause actual results to vary from our
forward-looking statements include, but are not limited to, the
economic and market impact of the COVID-19 pandemic, many of which
are difficult to predict and are generally beyond the Company’s
control. In particular, it is difficult to fully assess the impact
of COVID-19 at this time due to, among other factors, uncertainty
regarding the severity and duration of the outbreak domestically
and internationally and the effectiveness of federal, state and
local governments’ efforts to contain the spread of COVID-19 and
respond to its direct and indirect impact on the U.S. economy and
economic activity. Other factors are described in Risk Factors
section of the Company’s annual report on Form 10-K for the period
ended December 31, 2020 filed with the SEC. The Company undertakes
no obligation to update these statements for revisions or changes
after the date of this release, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20210909006073/en/
Investor Relations Contact: Larry Clark Financial Profiles, Inc.
(310) 622-8223 lclark@finprofiles.com
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