NEW
YORK, July 25, 2023 /PRNewswire/ -- Terra
Property Trust, Inc. ("TPT"), a real estate investment trust
externally managed by a subsidiary of Mavik Capital Management, LP
("Mavik"), today announced that it has acquired approximately 5.2%
of the outstanding shares of common stock of AG Mortgage Investment
Trust, Inc. (NYSE: MITT) ("MITT") as of July
24, 2023, making TPT the second-largest stockholder of
MITT.
As disclosed in a Schedule 13D filed today by TPT and other
reporting persons, TPT believes that MITT is undervalued and
intends to consider all options to unlock this value in a
constructive manner for its stockholders, including, without
limitation, a strategic combination involving MITT. TPT may engage
in discussions with members of management and the Board of
Directors of MITT, other current or prospective stockholders,
industry analysts, investment and financing professionals, equity
and debt financing sources, and other third parties regarding a
variety of matters relating to MITT, which may include, among other
things, its business, management, capital structure and allocation,
corporate governance, board composition, strategic alternatives and
direction and suggestions for improving its financial and/or
operational performance. TPT also may take other steps seeking to
bring about changes to increase value for MITT stockholders.
TPT remains firmly committed to completing the merger
contemplated by its executed merger agreement with Western Asset
Mortgage Capital Corporation (NYSE: WMC) ("WMC") in the fourth
quarter of 2023.
Important Additional Information and Where to Find It
In connection with the proposed merger between WMC and TPT (the
"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 merger and related matters. WMC and TPT also
expect to file with the SEC other documents regarding the 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
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
U.S. Securities Act of 1933, as amended (the "Securities Act").
Participants in Solicitation Relating to the 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 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 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 TPT 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. TPT 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 proposed
Merger, including its financial and operational impact, the
benefits of the Merger, the expected timing of completion of the
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 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 Agreement; the inability to obtain stockholder
approvals relating the Merger and issuance of shares in connection
therewith or the failure to satisfy the other conditions to
completion of the Merger in a timely manner or at all; risks
related to disruption of management's attention from ongoing
business operations due to the proposed Merger; the risk that any
announcements relating to the Merger could have adverse effects on
the market price of common stock of WMC; the risk that the 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 Merger; the ability to successfully
integrate the businesses following the 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.
TPT undertakes no obligation to update these forward-looking
statements to reflect subsequent events or circumstances, except as
required by applicable law.
About TPT
TPT originates, invests in, and manages loans, securities, and
assets secured by commercial real estate across the US. The company
has elected to be taxed as a real estate investment trust for U.S.
federal income tax purposes commencing with its taxable year ended
December 31, 2016.
Media Contacts
Terra Property Trust, Inc.
Tim Ragones / Erik Carlson
Joele Frank, Wilkinson Brimmer
Katcher
(212) 355-4449
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SOURCE Terra Property Trust, Inc.