Angel Oak Mortgage REIT Enters Material Agreement

TL;DR

AOMT signed a big deal, more details to come.

AI Summary

Angel Oak Mortgage REIT, Inc. announced on July 18, 2024, that it has entered into a Material Definitive Agreement. The filing also covers results of operations and financial condition, along with financial statements and exhibits. Specific details regarding the agreement and financial performance were not immediately available in the provided text.

Why It Matters

This filing indicates a significant new development for Angel Oak Mortgage REIT, potentially impacting its financial strategy and operations.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities that are not yet fully disclosed.

Key Players & Entities

• Angel Oak Mortgage REIT, Inc. (company) — Registrant
• July 18, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common stock, $0.01 par value per share AOMR New York Sto
• $5.0 million — al Management LP, to repurchase between $5.0 million and $20.0 million of shares of the Comp
• $20.0 million — to repurchase between $5.0 million and $20.0 million of shares of the Company's common stock
• $25.0 million — ate repurchase price of $5.0 million if $25.0 million in aggregate principal amount of notes
• $20.0 million — to (2) an aggregate repurchase price of $20.0 million if $50.0 million in aggregate principal
• $50.0 million — te repurchase price of $20.0 million if $50.0 million in aggregate principal amount of notes
• $50.0 thousand — in such ranges, less an amount equal to $50.0 thousand. If more than $50.0 million in aggregat
• $20.0 m — having an aggregate repurchase price of $20.0 million, less an amount equal to $50.0 th
• $10.49 — ue per share of common stock $ 9.98 to $10.49 Economic book value per share of comm
• $13.41 — per share of common stock* $ 12.90 to $13.41 * "Economic book value" is a non-GAA

Filing Documents

• tm2419516d2_8k.htm (8-K) — 74KB
• tm2419516d2_ex10-1.htm (EX-10.1) — 58KB
• 0001104659-24-080700.txt ( ) — 322KB
• aomr-20240718.xsd (EX-101.SCH) — 3KB
• aomr-20240718_lab.xml (EX-101.LAB) — 33KB
• aomr-20240718_pre.xml (EX-101.PRE) — 22KB
• tm2419516d2_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On July 18, 2024, Angel Oak Mortgage REIT, Inc. (the "Company") entered into a stock repurchase agreement (the "Stock Repurchase Agreement") with Xylem Finance LLC, a Delaware limited liability company ("Xylem") and an affiliate of Davidson Kempner Capital Management LP, to repurchase between $5.0 million and $20.0 million of shares of the Company's common stock, par value $0.01 per share (the "common stock"), owned by Xylem (the "Share Repurchase"). Specifically, pursuant to the Stock Repurchase Agreement, the Company has agreed to repurchase from Xylem, as soon as practicable following the initial closing of the Company's senior notes offering (the "Notes Offering"), shares of common stock at a purchase price per share based on (1) the volume-weighted average price of shares of the common stock for the five trading days up to and including the trading day immediately preceding the launch of the Notes Offering less (2) a discount of 3.15% of the share price determined pursuant to clause (1) above. The Stock Repurchase Agreement provides that the aggregate repurchase price to be paid to Xylem in the Share Repurchase is dependent on the aggregate principal amount of the notes sold in the Notes Offering and ranges from (1) an aggregate repurchase price of $5.0 million if $25.0 million in aggregate principal amount of notes are sold in the Notes Offering (excluding any amounts sold pursuant to the underwriters exercise of any over-allotment option) to (2) an aggregate repurchase price of $20.0 million if $50.0 million in aggregate principal amount of notes are sold in the Notes Offering (excluding any amounts sold pursuant to the underwriters exercise of any over-allotment option) with the aggregate repurchase price being determined based on linear interpolation within such ranges, less an amount equal to $50.0 thousand. If more than $50.0 million in aggregate principal amount of notes are sold in the Notes Offe

02. Results of Operations and Financial Condition

Item 2.02. Results of Operations and Financial Condition. Estimated Preliminary Financial Results for and as of the Quarter Ended June 30, 2024 The Company is providing preliminary unaudited results for the three months ended June 30, 2024 based on currently available information. The Company's preliminary estimates of earnings per share of common stock and Distributable Earnings (as defined below) per share of common stock for the quarter ended June 30, 2024 are set forth below. Three Months Ended June 30, 2024 Earnings per share of common stock, basic and diluted $(0.04) to $0.01 Distributable Earnings per share of common stock, basic and diluted * $(0.12) to $(0.07) * "Distributable Earnings" is a non-GAAP measure and is defined as net income (loss) allocable to common stockholders as calculated in accordance with generally accepted accounting principles in the United States of America ("GAAP"), excluding (1) unrealized gains and losses on the Company's aggregate portfolio, (2) impairment losses, (3) extinguishment of debt, (4) non-cash equity compensation expense, (5) the incentive fee earned by the Company's external manager, Falcons I, LLC (the "Manager"), (6) realized gains or losses on swap terminations and (7) certain other nonrecurring gains or losses. A reconciliation of Distributable Earnings to net income (loss) allocable to common stockholders, calculated in accordance with GAAP is set forth below. The Company's preliminary estimates of book value (as defined below) per share of common stock and economic book value per share of common stock as of June 30, 2024 are set forth below. As of June 30, 2024 Book value per share of common stock $ 9.98 to $10.49 Economic book value per share of common stock* $ 12.90 to $13.41 * "Economic book value" is a non-GAAP financial measure of the Company's financial position. To calculate its economic book value, the portions of the Company's non-recourse financing obligation held at amortized

forward-looking statements by the use of words such as "outlook," "indicator," "believes," "expects,"

forward-looking statements by the use of words such as "outlook," "indicator," "believes," "expects," "potential," "continues," "may," "will," "should," "seeks," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words. The forward-looking statements speak only as of the date of this Report or as of the date they are made, and the Company does not undertake any obligation to update any forward-looking statements except as required by law. Information about factors affecting the Company and the forward-looking statements is available in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as such factors may be updated from time to time in the Company's periodic filings with the SEC, which are available at www.sec.gov. In light of these risks and uncertainties, there can be no assurances that the results referred to in the forward-looking statements contained herein will in fact occur. Except to the extent required by applicable law or regulation, the Company undertakes no obligation to, and expressly disclaims any such obligation to, update or revise any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, changes to future results over time or otherwise. The information contained in this Item 2.02 is being "furnished" and shall not be deemed "filed" with the SEC for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under such section. Furthermore, such information shall not be deemed incorporated by reference in any filing under the Securities Act unless specifically identified as being incorporated by reference therein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Exhibit 10.1 Stock Repurchase Agreement, dated July 18, 2024, between Angel Oak Mortgage REIT, Inc. and Xylem Finance LLC. Exhibit 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. Date: July 18, 2024 ANGEL OAK MORTGAGE REIT, INC. By: /s/ Brandon Filson Name: Brandon Filson Title: Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR