Western Asset Mortgage Capital Corporation (NYSE: WMC) (“WMC”)
announced that its Board of Directors has declared a second interim
fourth quarter dividend of $0.10 per common share in light of the
adjournment of the special meeting of WMC stockholders until
December 5, 2023. The dividend is payable on December 5, 2023 to
stockholders of record as of November 30, 2023.
The second interim fourth quarter dividend is being made in
connection with the previously announced Agreement and Plan of
Merger, dated as of August 8, 2023 (the “Merger Agreement”), by and
among AG Mortgage Investment Trust, Inc. (“MITT”), AGMIT Merger
Sub, LLC (“Merger Sub”), WMC and, solely for the limited purposes
set forth in the Merger Agreement, AG REIT Management, LLC,
pursuant to which, subject to the terms and conditions therein, WMC
will be merged with and into Merger Sub, with Merger Sub continuing
as the surviving company (such transaction, the “Merger”). WMC
previously declared an interim fourth quarter dividend in the
amount of $0.14 to stockholders of record as of November 3, 2023,
which was paid on November 8, 2023. This second interim fourth
quarter dividend payment covers the period following the payment of
the first interim fourth quarter dividend through the day prior to
December 6, 2023, the expected closing date of the Merger. MITT is
also distributing a similar partial payment dividend to its common
stockholders of record.
Additional information regarding the proposed Merger is included
in the joint proxy statement/prospectus relating to the Merger that
was declared effective by the Securities and Exchange Commission
(the “SEC”) on September 29, 2023 and mailed to stockholders on or
about October 3, 2023.
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. 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.
Important Additional Information and Where to Find It
In connection with the proposed Merger, MITT has filed with the
SEC a registration statement on Form S-4 (File No. 333-274319) (the
“Registration Statement”), which was declared effective by the SEC
on September 29, 2023. The Registration Statement includes a
prospectus of MITT and a joint proxy statement of MITT and WMC (the
“joint proxy statement/prospectus”). The joint proxy
statement/prospectus contains important information about MITT,
WMC, the proposed Merger and related matters. MITT and WMC may file
with the SEC other documents regarding the Merger. The definitive
joint proxy statement/prospectus has been sent to the stockholders
of MITT and WMC, and contains important information about MITT,
WMC, the proposed Merger and related matters. This communication is
not a substitute for any proxy statement, registration statement,
tender or exchange offer statement, prospectus or other document
MITT or WMC has filed or may file with the SEC in connection with
the proposed Merger and related matters. INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT ON FORM S-4
AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL
AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS
THAT ARE FILED OR MAY BE FILED BY MITT AND WMC WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT MITT, WMC AND THE PROPOSED MERGER. Investors
and security holders may obtain copies of these documents free of
charge through the website maintained by the SEC at www.sec.gov.
Copies of the documents filed by MITT with the SEC are also
available free of charge on MITT’s website at www.agmit.com. Copies
of the documents filed by WMC with the SEC are also available free
of charge on WMC’s website at www.westernassetmcc.com.
Participants in the Solicitation Relating to the
Merger
MITT, WMC and certain of their respective directors and
executive officers and certain other affiliates of MITT and WMC may
be deemed to be participants in the solicitation of proxies from
the common stockholders of WMC in respect of the proposed Merger.
Information regarding WMC and its directors and executive officers
and their ownership of common stock of WMC can be found in WMC’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2022, filed with the SEC on March 13, 2023, and in its definitive
proxy statement relating to its 2023 annual meeting of
stockholders, filed with the SEC on May 2, 2023. Information
regarding MITT and its directors and executive officers and their
ownership of common stock of MITT can be found in MITT’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2022,
filed with the SEC on February 27, 2023, and in its definitive
proxy statement relating to its 2023 annual meeting of
stockholders, filed with the SEC on March 22, 2023. Additional
information regarding the interests of such participants in the
Merger is included in the joint proxy statement/prospectus and
other relevant documents relating to the proposed Merger filed with
the SEC. These documents are available free of charge on the SEC’s
website and from MITT or WMC, as applicable, using the sources
indicated above.
No Offer or Solicitation
This communication and the information contained herein shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to 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 of 1933, as
amended (the “Securities Act”). This communication may be deemed to
be solicitation material in respect of the proposed Merger.
Forward-Looking Statements
This document contains certain “forward-looking” statements
within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934, as amended. MITT and
WMC 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 MITT and
WMC include, but are not limited to, statements related to the
proposed 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: MITT’s and WMC’s ability to complete
the proposed Merger on the proposed terms or on the anticipated
timeline, or at all, including risks and uncertainties related to
securing the necessary stockholder approval from WMC’s stockholders
and satisfaction of other closing conditions to consummate the
proposed 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 MITT and WMC
management from ongoing business operations; failure to realize the
expected benefits of the proposed Merger; significant transaction
costs and/or unknown or inestimable liabilities; the risk of
stockholder litigation in connection with the proposed Merger,
including resulting expense or delay; the risk that MITT’s and
WMC’s respective businesses will not be integrated successfully or
that such integration may be more difficult, time-consuming or
costly than expected; the amount and timing of MITT’s remaining
fourth quarter dividend; and effects relating to the announcement
of the proposed Merger or any further announcements or the
consummation of the proposed Merger on the market price of MITT’s
or WMC’s common stock. Additional risks and uncertainties related
to MITT’s and WMC’s business are included under the headings
“Forward-Looking Statements” and “Risk Factors” in MITT’s and WMC’s
Annual Report on Form 10-K for the year ended December 31, 2022,
MITT’s and WMC’s Quarterly Reports on Form 10-Q for the quarter
ended June 30, 2023 and 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 MITT or WMC 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 MITT or
WMC on their respective websites or otherwise. Neither MITT nor WMC
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.
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Investors Western Asset Mortgage Capital Corporation
Larry Clark Financial Profiles, Inc. (310) 622-8223
lclark@finprofiles.com
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