Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

December 5, 2023

Western Asset Mortgage Capital Corporation

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware

(STATE OF INCORPORATION)


001-35543						27-0298092
(COMMISSION FILE NUMBER)						(IRS EMPLOYER ID. NUMBER)


385 East Colorado Boulevard,						91101
Pasadena, California						(ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(626) 844-9400

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, $0.01 par value

WMC

New York Stock Exchange

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 5, 2023, Western Asset Mortgage Capital Corporation, a Delaware corporation (“WMC”), held a special meeting of stockholders (the “Special Meeting”) to vote on the proposals described in the joint proxy statement/prospectus filed with the U.S. Securities and Exchange Commission on September 29, 2023. A total of 6,049,559 shares of the common stock of WMC were outstanding and entitled to vote at the close of business on September 22, 2023, the record date for the Special Meeting. 3,900,463 of the shares of the common stock of WMC issued and outstanding were present or represented by proxy at the Special Meeting, representing approximately 64.48% of those shares entitled to vote, which constituted a quorum.

Each of the proposals upon which WMC’s stockholders voted at the Special Meeting, and the final, certified results reported by WMC’s independent inspector of elections, Equiniti Trust Company, LLC, are set forth below.

1.A proposal (the “Merger Proposal”) to adopt the Agreement and Plan of Merger, dated as of August 8, 2023, by and among AG Mortgage Investment Trust, Inc., a Maryland corporation (“MITT”), AGMIT Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of MITT (“Merger Sub”), WMC and, solely for the limited purposes set forth therein, AG REIT Management, LLC, a Delaware limited liability company, as it may be amended or modified from time to time (the “Merger Agreement”), and approve the transactions contemplated by the Merger Agreement, including the merger of WMC with and into Merger Sub, with Merger Sub continuing as the surviving entity and a subsidiary of MITT (the “Merger”).

The voting results of the holders of the issued and outstanding shares of the common stock of WMC entitled to vote on the Merger Proposal at the Special Meeting are as follows:


For	Against	Abstain	Broker Non-Votes
3,306,906	529,418	64,138	-

The Merger Proposal was approved, receiving the affirmative vote of approximately 55% of the issued and outstanding shares of WMC common stock entitled to vote at the Special Meeting (such vote, the “Required Stockholder Approval”).

2.A proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to WMC’s named executive officers that is based on or otherwise relates to the Merger.


For	Against	Abstain	Broker Non-Votes
2,461,570	1,246,487	192,305	101

This proposal was approved, receiving the affirmative vote of approximately 63.11% of the issued and outstanding shares of WMC common stock represented and entitled to vote at the Special Meeting.

3.In connection with the Special Meeting, WMC also solicited proxies with respect to a proposal to adjourn the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve the WMC Merger Proposal (the “Adjournment Proposal”). Because the Required Stockholder Approval was obtained for the Merger Proposal, as noted above, the Adjournment Proposal was rendered moot and not presented.

Item 8.01 Other Events.

On December 5, 2023, WMC issued a press release announcing the results of the voting at the Special Meeting, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.			Description
99.1			Press Release dated December 5, 2023
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

WESTERN ASSET MORTGAGE CAPITAL CORPORATION

By:

/s/ Robert W. Lehman

Name:

Robert W. Lehman

Title:

Chief Financial Officer

Date: December 5, 2023

Exhibit 99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES STOCKHOLDER APPROVAL OF MERGER WITH AG MORTGAGE INVESTMENT TRUST

PASADENA, California, December 5, 2023 – Western Asset Mortgage Capital Corporation (the “Company,” “we,” or “WMC”) (NYSE: WMC) announced today that its stockholders have voted to approve the proposed merger transaction with AG Mortgage Investment Trust, Inc. (“MITT”) (NYSE: MITT) at a special meeting of stockholders of WMC held today.

Approximately 55% of the issued and outstanding shares of WMC common stock entitled to vote at the special meeting of stockholders of WMC voted in favor of the adoption of the previously announced Agreement and Plan of Merger, dated as of August 8, 2023 (the “Merger Agreement”), by and among MITT, AGMIT Merger Sub, LLC, a wholly owned subsidiary of MITT (“Merger Sub”), WMC and, solely for the limited purposes set forth therein, AG REIT Management, LLC (“MITT Manager”), and the approval of the transactions contemplated thereby, including the merger of WMC with and into Merger Sub, with Merger Sub continuing as the surviving entity and a subsidiary of MITT (the “Merger”).

“On behalf of the Board of Directors of WMC, I would like to thank our stockholders for their support of this transaction,” said James Hirschmann, Chairman of the Board of Directors of WMC. “We look forward to working with MITT to successfully complete the Merger,” added Bonnie Wongtrakool, Chief Executive Officer of WMC.

If the Merger is completed, and upon the satisfaction of the conditions set forth in the Merger Agreement, each outstanding share of WMC common stock will be converted into the right to receive: (i) from MITT, 1.498 shares of MITT common stock and (ii) from MITT Manager, the per share portion of a cash payment equal to the lesser of $7,000,000 or approximately 9.9% of the aggregate per share merger consideration. Any difference between $7,000,000 and such smaller amount will be used to benefit the combined company post-closing by offsetting reimbursable expenses that would otherwise be payable to MITT Manager, which will be the manager of the combined company. MITT will pay cash in lieu of any fractional shares of MITT common stock that would otherwise have been received as a result of the Merger.

The Merger is expected to close on December 6, 2023, subject to the satisfaction of the remaining customary closing conditions set forth in the Merger Agreement and discussed in detail in the joint proxy statement/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 29, 2023.

ABOUT WMC

WMC is a real estate investment trust that invests in, finances, and manages a diverse portfolio of assets consisting of Residential Whole Loans, Non-Agency RMBS, and to a lesser extent GSE Risk Transfer Securities, Commercial Loans, Non-Agency CMBS, Agency RMBS, Agency CMBS, and ABS. WMC is externally managed and advised by Western Asset Management Company, LLC, an investment advisor registered with the SEC and a wholly-owned subsidiary of Franklin Resources, Inc.

Forward-Looking Statements

Exhibit 99.1

This document contains certain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. WMC and MITT intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with the safe harbor provisions. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “should,” “may,” “projects,” “could,” “estimates” or variations of such words and other similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature, but not all forward-looking statements include such identifying words. Forward-looking statements regarding WMC and MITT include, but are not limited to, statements related to the Merger, including the anticipated timing, benefits and financial and operational impact thereof; other statements of management’s belief, intentions or goals; and other statements that are not historical facts. These forward-looking statements are based on each of the companies’ current plans, objectives, estimates, expectations and intentions and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties associated with: WMC’s and MITT’s ability to complete the Merger on the proposed terms or on the anticipated timeline, or at all, including the satisfaction of closing conditions to consummate the Merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; risks related to diverting the attention of WMC and MITT management from ongoing business operations; failure to realize the expected benefits of the Merger; significant transaction costs and/or unknown or inestimable liabilities; the risk of stockholder litigation in connection with the Merger, including resulting expense or delay; the risk that WMC’s and MITT’s respective businesses will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; and effects relating to the announcement of the Merger or any further announcements or the consummation of the Merger on the market price of WMC’s and MITT’s common stock. Additional risks and uncertainties related to WMC’s and MITT’s business are included under the headings “Forward-Looking Statements” and “Risk Factors” in WMC’s and MITT’s Annual Report on Form 10-K for the year ended December 31, 2022, WMC’s and MITT’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, the joint proxy statement/prospectus and in other reports and documents filed by either company with the SEC from time to time. Moreover, other risks and uncertainties of which WMC or MITT are not currently aware may also affect each of the companies’ forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. The forward-looking statements made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements, even if they are subsequently made available by WMC or MITT on their respective websites or otherwise. Neither WMC nor MITT undertakes any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made, except as required by law.

Contacts

Investors

Western Asset Mortgage Capital Corporation

Larry Clark

Financial Profiles, Inc.

(310) 622-8223

lclark@finprofiles.com

Exhibit 99.1

Media

Western Asset Mortgage Capital Corporation

Tricia Ross

Financial Profiles, Inc.

(310) 622-8226

tross@finprofiles.com

Cover Page	Dec. 05, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 05, 2023
Entity Registrant Name	Western Asset Mortgage Capital Corporation
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35543
Entity Tax Identification Number	27-0298092
Entity Address, Address Line One	385 East Colorado Boulevard,
Entity Address, Postal Zip Code	91101
Entity Address, City or Town	Pasadena
Entity Address, State or Province	CA
City Area Code	626
Local Phone Number	844-9400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	WMC
Security Exchange Name	NYSE
Entity Central Index Key	0001465885
Amendment Flag	false