Western Asset Mortgage to engage in talks with AG Mortgage Investment

Western Asset Mortgage Capital (WMC) 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. (MITT) to acquire WMC is reasonably expected to lead to a “Parent Superior Proposal” within the meaning of WMC’s merger agreement with Terra Property Trust, Inc. On July 13, 2023, WMC received a non-binding proposal from MITT to acquire WMC in a merger transaction, pursuant to which each outstanding share of WMC common stock would be converted into the right to receive (i) 1.468 shares of MITT common stock (subject to adjustment based on the companies’ respective transaction expenses) and (ii) the per share portion of an aggregate cash payment from MITT’s external manager equal to the lesser of $7.0 million or approximately 9.9% of the aggregate per share merger consideration. As a result of the WMC board’s determination, WMC intends to engage in discussions with MITT regarding its proposal, in accordance with the terms of the merger agreement with TPT. WMC’s merger agreement with TPT remains in full force and effect, and the WMC board has not withdrawn or modified its recommendation regarding the pending transaction with TPT.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 discussions with MITT will result in a transaction.