AG Mortgage Trust Inks New Material Financial Obligation

TL;DR

**MITT just took on new debt or a major agreement, watch for details on impact.**

AI Summary

AG Mortgage Investment Trust, Inc. (MITT) filed an 8-K on January 26, 2024, reporting an event that occurred on January 23, 2024, related to the entry into a material definitive agreement and the creation of a direct financial obligation. This filing indicates that the company has undertaken new financial commitments, which could impact its future liquidity and profitability. For investors, this matters because new obligations can affect the company's ability to pay dividends or invest in growth, potentially influencing stock performance.

Why It Matters

This filing signals new financial commitments for AG Mortgage Investment Trust, Inc., which could alter its balance sheet and future cash flows, impacting shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates new financial obligations without specific dollar amounts or terms, creating uncertainty about the potential impact on the company's financial health.

Analyst Insight

Investors should monitor subsequent filings or earnings calls for AG Mortgage Investment Trust, Inc. to understand the specific terms and potential financial impact of the new material definitive agreement and financial obligation.

Key Players & Entities

• AG Mortgage Investment Trust, Inc. (company) — the registrant filing the 8-K
• January 23, 2024 (date) — date of the earliest event reported
• January 26, 2024 (date) — date the 8-K was filed
• Maryland (company) — state of incorporation for AG Mortgage Investment Trust, Inc.
• 001-35151 (company) — Commission File Number for AG Mortgage Investment Trust, Inc.

Forward-Looking Statements

• AG Mortgage Investment Trust, Inc. will provide more details on the nature and terms of the new financial obligation in its next quarterly or annual report. (AG Mortgage Investment Trust, Inc.) — high confidence, target: Q1 2024 Earnings Report
• The new financial obligation could lead to increased interest expenses for AG Mortgage Investment Trust, Inc. (AG Mortgage Investment Trust, Inc.) — medium confidence, target: Next 12 months

FAQ

Key Financial Figures

• $0.01 — nge on which registered: Common Stock, $0.01 par value per share MITT New York Stock
• $34.5 million — y"), completed the issuance and sale of $34.5 million aggregate principal amount of its 9.500
• $32.8 million — enses, are expected to be approximately $32.8 million. The Company intends to use the net p

Filing Documents

• mitt-20240123.htm (8-K) — 50KB
• mitt-ex11xunderwritingagrm.htm (EX-1.1) — 240KB
• mitt-ex51xvenableopinion.htm (EX-5.1) — 20KB
• mitt-exhibit52xhakopinion.htm (EX-5.2) — 48KB
• image_01a.jpg (GRAPHIC) — 3KB
• image_02.jpg (GRAPHIC) — 8KB
• image_0a.jpg (GRAPHIC) — 82KB
• image_1.jpg (GRAPHIC) — 1KB
• image_21.jpg (GRAPHIC) — 111KB
• 0001514281-24-000018.txt ( ) — 886KB
• mitt-20240123.xsd (EX-101.SCH) — 3KB
• mitt-20240123_def.xml (EX-101.DEF) — 17KB
• mitt-20240123_lab.xml (EX-101.LAB) — 34KB
• mitt-20240123_pre.xml (EX-101.PRE) — 18KB
• mitt-20240123_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 26, 2024, AG Mortgage Investment Trust, Inc. (the "Company"), completed the issuance and sale of $34.5 million aggregate principal amount of its 9.500% Senior Notes due 2029 (the "Notes"), in a public offering pursuant to the Company's registration statement on Form S-3 (File No. 333-255931) (the "Registration Statement") and a related prospectus, as supplemented by a preliminary prospectus supplement, dated January 23, 2024 and a final prospectus supplement dated January 23, 2024, each filed with the Securities Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"). The Notes were sold pursuant to an underwriting agreement (the "Underwriting Agreement"), dated as of January 23, 2024, by and among the Company and AG REIT Management, LLC and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC, Keefe, Bruyette & Woods, Inc. and Piper Sandler & Co., as underwriters (collectively, the "Underwriters"), whereby the Company agreed to sell to the Underwriters and the Underwriters agreed to purchase from the Company, subject to and upon the terms and conditions set forth in the Underwriting Agreement, the Notes. The Company made certain customary representations, warranties and covenants concerning the Company and the Registration Statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act. The Notes were issued at 100% of the principal amount, bear interest at a rate equal to 9.500% per year, payable in cash quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, beginning on May 15, 2024, and mature February 15, 2029 (the "Maturity Date"), unless earlier redeemed. 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 February 15, 202

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1 .1 Underwriting Agreement, dated January 23, 2024, by and among the Company , AG RE IT M anagement, LLC, and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC, Keefe, Bruyette & Woods, Inc. and Piper Sandler & Co. 4.1 Indenture, dated January 26, 2024, between the Company and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form 8-A, filed with the SEC on January 26, 2024). 4.2 First Supplemental Indenture, dated January 26, 2024, between the Company and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form 8-A, filed with the SEC on January 26, 2024). 4.3 Form of 9.500% Senior Notes Due 2029 of the Company (attached as Exhibit A to the First Supplemental Indenture, incorporated by reference to Exhibit 4. 3 to the Company's Registration Statement on Form 8-A, filed with the SEC on January 26, 2024). 5.1 Opinion of Venable LLP regarding the legality of the Notes. 5.2 Opinion of Hunton Andrews Kurth LLP regarding the legality of the Notes. 23.1 Consent of Venable LLP (included in Exhibit 5.1 hereto). 23.2 Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.2 hereto). 104 Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

SIGNATURES 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: January 26, 2024 AG MORTGAGE INVESTMENT TRUST, INC. By: /s/ JENNY B. NESLIN Name: Jenny B. Neslin Title: General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR