Angel Oak Mortgage REIT Enters Material Definitive Agreement

TL;DR

AOMT signed a big deal, expect financial obligations.

AI Summary

Angel Oak Mortgage REIT, Inc. announced on July 25, 2024, that it entered into a material definitive agreement. This agreement involves a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The filing also includes financial statements and exhibits related to this event.

Why It Matters

This filing indicates a significant new financial commitment or arrangement for Angel Oak Mortgage REIT, which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can introduce new financial obligations and risks that may not be immediately apparent.

Key Players & Entities

• Angel Oak Mortgage REIT, Inc. (company) — Registrant
• July 25, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ge on which registered Common stock, $0.01 par value per share AOMR New York S
• $50.0 million — nderwritten public offering and sale of $50.0 million aggregate principal amount of its 9.500

Filing Documents

• tm2419516d8_8k.htm (8-K) — 35KB
• tm2419516d8_ex4-1.htm (EX-4.1) — 351KB
• tm2419516d8_ex4-2.htm (EX-4.2) — 293KB
• tm2419516d8_ex4-3.htm (EX-4.3) — 42KB
• tm2419516d8_ex5-1.htm (EX-5.1) — 21KB
• tm2419516d8_ex5-2.htm (EX-5.2) — 15KB
• tm2419516d8_ex5-1img001.jpg (GRAPHIC) — 7KB
• tm2419516d8_ex5-2img001.jpg (GRAPHIC) — 11KB
• 0001104659-24-082638.txt ( ) — 1098KB
• aomr-20240725.xsd (EX-101.SCH) — 3KB
• aomr-20240725_lab.xml (EX-101.LAB) — 33KB
• aomr-20240725_pre.xml (EX-101.PRE) — 22KB
• tm2419516d8_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On July 25, 2024, Angel Oak Mortgage REIT, Inc. (the "Company") closed an underwritten public offering and sale of $50.0 million aggregate principal amount of its 9.500% Senior Notes due 2029 (the "Notes"). The Notes are fully and unconditionally guaranteed (the "Guarantee") by Angel Oak Mortgage Operating Partnership, LP (the "Guarantor"). The terms of the Notes are governed by an indenture, dated as of July 25, 2024 (the "Base Indenture"), by and among the Issuer, the Guarantor and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), as supplemented by a first supplemental indenture, dated as of July 25, 2024 (the "First Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), by and among the Company, the Guarantor and the Trustee. Copies of the Base Indenture, the First Supplemental Indenture, and the form of Notes and the Guarantee, the terms of which are incorporated herein by reference, are attached as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K. The Notes bear interest at a rate of 9.500% per annum, payable quarterly in arrears on January 30, April 30, July 30 and October 30 of each year, commencing on October 30, 2024. The Notes will mature on July 30, 2029, unless earlier redeemed or repurchased by the Company. The Company may redeem the Notes in whole or in part at any time or from time to time at the Company's option on or after July 30, 2026, upon not less than 30 days' nor more than 60 days' notice to holders prior to the redemption date, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excl

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description Exhibit 4.1 Indenture, dated as of July 25, 2024, among Angel Oak Mortgage REIT, Inc., as issuer, Angel Oak Mortgage Operating Partnership, LP, as guarantor, and U.S. Bank Trust Company, National Association, as trustee Exhibit 4.2 First Supplemental Indenture, dated as of July 25, 2024, among Angel Oak Mortgage REIT, Inc., as issuer, Angel Oak Mortgage Operating Partnership, LP, as guarantor, and U.S. Bank Trust Company, National Association, as trustee Exhibit 4.3 Form of 9.500% Senior Notes due 2029 (including the notation of guarantee) Exhibit 5.1 Opinion of Venable LLP Exhibit 5.2 Opinion of Sidley Austin LLP Exhibit 23.1 Consent of Venable LLP (included in Exhibit 5.1) Exhibit 23.2 Consent of Sidley Austin LLP (included in Exhibit 5.2) 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. Dated: July 25, 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