Western Asset Mortgage Capital Corporation (NYSE: WMC) (“WMC”)
today announced that WMC’s board of directors has determined in
good faith, after consultation with its financial advisors and
outside legal counsel, that the unsolicited proposal from AG
Mortgage Investment Trust, Inc. (NYSE: MITT) (“MITT”) to acquire
WMC is a “Parent Superior Proposal” within the meaning of WMC’s
merger agreement with Terra Property Trust, Inc. (“TPT”).
Under the terms of MITT’s proposal, each outstanding share of
WMC common stock would be converted into the right to receive (i)
1.468 shares of MITT common stock pursuant to a fixed exchange
ratio (subject to adjustment for transaction expenses) and (ii) the
per share portion of a cash payment from MITT’s external manager
equal to the lesser of $7 million or approximately 9.9% of the
aggregate per share merger consideration (any difference between $7
million and the 9.9% cap would be used to benefit the combined
company post-closing by offsetting reimbursable expenses that would
otherwise be payable to MITT’s external manager). Additionally,
MITT’s external manager, which would be the manager of the combined
company, would waive $2.4 million of management fees in the first
year post-closing.
WMC has notified TPT that it intends to terminate their merger
agreement unless WMC receives a revised proposal from TPT by 11:59
p.m. Eastern Time on August 3, 2023 such that the WMC board of
directors determines that MITT’s proposal is no longer a Parent
Superior Proposal, after taking into account all aspects of any
such proposal WMC may receive from TPT.
Consistent with its fiduciary duties, the WMC board of directors
conducted a thorough and rigorous review of the MITT proposal and
the TPT merger agreement before making its determination regarding
MITT’s proposal.
WMC’s merger agreement with TPT remains in full force and
effect, and the WMC board has not withdrawn or modified its
recommendation regarding the pending transaction with TPT. In
accordance with the terms of the merger agreement with TPT,
acceptance of a “Parent Superior Proposal” is subject to matching
rights of TPT. There can be no assurance that the proposal from
MITT will result in a transaction.
Additional Information and Where to Find It
In connection with the proposed merger between WMC and TPT (the
“TPT Merger”), WMC expects to file with the U.S. Securities and
Exchange Commission (the “SEC”) a registration statement on Form
S-4 (the “Registration Statement”) that contains a prospectus of
WMC that will also include a joint proxy statement of WMC and TPT
(the “joint proxy statement/prospectus”). The joint proxy
statement/prospectus will contain important information about WMC,
TPT, the proposed TPT Merger and related matters. WMC and TPT also
expect to file with the SEC other documents regarding the TPT
Merger. STOCKHOLDERS OF WMC AND TPT ARE URGED TO READ THE
REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO AND OTHER
RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED BY WMC AND TPT
WITH THE SEC, AS WELL AS ANY AMENDMENTS AND SUPPLEMENTS TO THESE
DOCUMENTS) CAREFULLY IF AND WHEN THEY BECOME AVAILABLE, BECAUSE
SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT WMC, TPT,
AND THE PROPOSED TPT MERGER AND RELATED MATTERS. Stockholders of
WMC and TPT may obtain free copies of the Registration Statement,
the joint proxy statement/prospectus and all other documents filed
or that will be filed by WMC or TPT with the SEC (if and when they
become available) through the website maintained by the SEC at
http://www.sec.gov. Copies of documents filed with the SEC by WMC
will be made available free of charge on WMC’s website at
http://www.westernassetmcc.com, or by directing a request to its
Investor Relations, Attention: Larry Clark at (310) 622-8223;
email: lclark@finprofiles.com. Copies of documents filed with the
SEC by TPT will be made available free of charge on TPT’s website
at https://www.terrapropertytrust.com, or by directing a request to
its Investor Relations at (212) 257-4666; email:
ir@mavikcapital.com.
This communication is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act.
Participants in the Solicitation Relating to the TPT
Merger
WMC, TPT and their respective directors and executive officers,
and certain other affiliates of WMC or TPT may be deemed to be
“participants” in the solicitation of proxies from the stockholders
of WMC and TPT in respect of the proposed TPT Merger. Information
regarding WMC and its directors and executive officers and their
ownership of common stock of WMC can be found in WMC’s definitive
proxy statement filed with the SEC on May 2, 2023, and its most
recent Annual Report filed on Form 10-K for the fiscal year ended
December 31, 2022. Information regarding TPT and its directors and
executive officers and their ownership of common stock of TPT can
be found in TPT’s definitive proxy statement filed with the SEC on
April 26, 2023, and its most recent Annual Report filed on Form
10-K for the fiscal year ended December 31, 2022. Additional
information regarding the interests of such potential participants
will be included in the joint proxy statement/prospectus and other
relevant documents filed with the SEC in connection with the
proposed TPT Merger if and when they become available. These
documents are available free of charge on the SEC’s website and
from WMC or TPT, as applicable, using the sources indicated
above.
Forward-Looking Statements
This press release includes “forward-looking statements,” as
such term is defined in Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act of 1934, as amended, and
such statements are intended to be covered by the safe harbor
provided by the same. These forward-looking statements are based on
current assumptions, expectations, and beliefs of WMC 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. WMC cannot give any assurance that
these forward-looking statements will be accurate. These
forward-looking statements generally can be identified by use of
forward-looking terminology such as “may,” “will,” “target,”
“should,” “expect,” “attempt,” “anticipate,” “project,” “estimate,”
“intend,” “seek,” “continue,” or “believe,” or the negatives
thereof or other variations thereon or comparable terminology.
Similarly, statements herein that describe certain plans,
expectations, goals, projections, and statements about the proposal
from MITT, the proposed TPT Merger and other statements of
management’s beliefs, intentions or goals also are forward-looking
statements. It is uncertain whether any of the events anticipated
by the forward-looking statements will transpire or occur, or if
any of them do, what impact they will have on the results of
operations and financial condition of the combined company. There
are a number of risks and uncertainties, many of which are beyond
the parties’ control, that could cause actual results to differ
materially from the forward-looking statements included herein,
including, but not limited to, the risk that the discussions with
and the proposal from MITT will not result in a transaction or that
the TPT Merger will not be consummated within the expected time
period or at all; the occurrence of any event, change or other
circumstances that could give rise to the termination of the TPT
merger agreement; the inability to obtain stockholder approvals
relating to the TPT Merger and issuance of shares in connection
therewith or the failure to satisfy the other conditions to
completion of the TPT Merger in a timely manner or at all; risks
related to disruption of management’s attention from ongoing
business operations due to the proposed TPT Merger; the risk that
any announcements relating to the TPT Merger could have adverse
effects on the market price of common stock of WMC; the risk that
the TPT Merger and its announcement could have an adverse effect on
the operating results and businesses of WMC and TPT; the outcome of
any legal proceedings relating to the TPT Merger; the ability to
successfully integrate the businesses following the TPT Merger; the
ability to retain key personnel; conditions in the market for
mortgage-related investments; availability of suitable investment
opportunities; changes in interest rates; changes in the yield
curve; changes in prepayment rates; the availability and terms of
financing; general economic conditions; market conditions;
inflationary pressures on the capital markets and the general
economy; conditions in the market for commercial and residential
loans, securities and other investments; legislative and regulatory
changes that could adversely affect the businesses of WMC or TPT;
risks related to the origination and ownership of loans and other
assets, which are typically short-term loans that are subject to
higher interest rates, transaction costs and uncertainty on loan
repayments; risks relating to any future impact of the COVID-19
pandemic, including the responses of governments and industries, on
the real estate sector; credit risks; servicing-related risks,
including those associated with foreclosure and liquidation; the
state of the U.S. and to a lesser extent, international economy
generally or in specific geographic regions; the general volatility
of the securities markets in which WMC or TPT participate; WMC or
TPT’s ability to maintain their respective qualification as a real
estate investment trust for U.S. federal income tax purposes; and
WMC or TPT’s ability to maintain their respective exemption from
registration under the Investment Company Act of 1940, as amended.
All such factors are difficult to predict, including those risks
set forth in the WMC’s annual reports on Form 10-K, quarterly
reports on Form 10-Q, and current reports on Form 8-K that are
available on its website at http://www.westernassetmcc.com and on
the SEC’s website at http://www.sec.gov, and those risks set forth
in TPT’s annual reports on Form 10-K, quarterly reports on Form
10-Q, and current reports on Form 8-K that are available on TPT’s
website at http://www.terrapropertytrust.com and on the SEC’s
website at http://www.sec.gov. The forward-looking statements
included in this press release are made only as of the date hereof.
Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date hereof.
WMC undertakes no obligation to update these forward-looking
statements to reflect subsequent events or circumstances, except as
required by applicable law.
About Western Asset Mortgage Capital Corporation
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. 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20230727650782/en/
Investor Relations Contact Larry Clark Financial
Profiles, Inc. (310) 622-8223 lclark@finprofiles.com
Media Contact Tricia Ross Financial Profiles, Inc. (310)
622-8226 tross@finprofiles.com
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