PASADENA, Calif., Sept. 28, 2017 /PRNewswire/ -- Western Asset
Mortgage Capital Corporation (NYSE: WMC) (the "Company") today
announced the pricing of its previously announced public offering
of $100,000,000 million aggregate
principal amount of its 6.75% Convertible Senior Notes due 2022
(the "Notes"). The Company has granted the underwriter a 30-day
option to purchase up to $15,000,000
million aggregate principal amount of additional Notes on
the same terms and conditions to cover over-allotments. The
offering is expected to close on or about October 2, 2017, subject to satisfaction of
customary closing conditions.
The Notes will bear interest at a rate equal to 6.75% per year,
payable semiannually in arrears on April
1 and October 1 of each year,
beginning on April 1, 2018 and will
mature on October 1, 2022, unless
earlier converted, redeemed or repurchased. The Company will
have the right to redeem the Notes on or after July 1, 2022. Prior to July 1, 2022, 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 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 conversion rate will
initially equal 83.1947 shares of common stock per
$1,000 principal amount of Notes,
which is equivalent to an initial conversion price of approximately
$12.02 per share of common stock,
representing an approximate 10% conversion premium based on the
closing price of the Company's common stock of $10.93 per share on September 27, 2017.
The Company intends to use the net proceeds from the offering
primarily to acquire Agency CMBS, Residential Whole and Bridge
Loans, Mezzanine Commercial Loans and Non-Agency RMBS representing
interests in pools of Reperforming Loans.
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 Agency RMBS, Agency
CMBS, Non-Agency RMBS, Non-Agency CMBS, Residential Whole and
Bridge Loans, Commercial Whole-Loans and other financial assets.
The Company is externally managed and advised by Western Asset
Management Company, an investment advisor registered with the
Securities and Exchange Commission and a wholly-owned subsidiary of
Legg Mason, 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, changes in interest rates; changes in the yield
curve; changes in prepayment rates; the availability and terms of
financing; general economic conditions; market conditions;
conditions in the market for mortgage related investments;
legislative and regulatory changes that could adversely affect the
business of the Company; and other factors, including those set
forth in the Risk Factors section of the Company's annual report on
Form 10-K for the period ended December 31,
2016 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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SOURCE Western Asset Mortgage Capital Corporation