AG Mortgage Investment Trust Enters Preferred Stock Agreement

TL;DR

AG Mortgage REIT inks deal on Series C preferred stock.

AI Summary

On May 8, 2024, AG Mortgage Investment Trust, Inc. entered into a Material Definitive Agreement related to its Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock. The filing also includes financial statements and exhibits.

Why It Matters

This agreement could impact the company's capital structure and future dividend payments related to its preferred stock.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of a material agreement and financial information, not indicating immediate operational or financial distress.

Key Players & Entities

• AG Mortgage Investment Trust, Inc. (company) — Registrant
• May 8, 2024 (date) — Date of earliest event reported
• Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (security) — Subject of the material definitive agreement
• Maryland (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.01 — nge on which registered: Common Stock, $0.01 par value per share MITT New York Stock
• $65.0 million — istered underwritten public offering of $65.0 million aggregate principal amount of 9.500% Se
• $34.5 million — pany completed the issuance and sale of $34.5 million aggregate principal amount of 9.500% Se
• $86.3 million — uance of the February Notes, exceed the $86.3 million principal amount of 6.75% Convertible S

Filing Documents

• mitt-20240508.htm (8-K) — 36KB
• mitt-ex11xunderwritingagrm.htm (EX-1.01) — 236KB
• 0001514281-24-000089.txt ( ) — 504KB
• mitt-20240508.xsd (EX-101.SCH) — 3KB
• mitt-20240508_def.xml (EX-101.DEF) — 17KB
• mitt-20240508_lab.xml (EX-101.LAB) — 32KB
• mitt-20240508_pre.xml (EX-101.PRE) — 18KB
• mitt-20240508_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On May 8, 2024, AG Mortgage Investment Trust, Inc. (the "Company") launched and priced a registered underwritten public offering of $65.0 million aggregate principal amount of 9.500% Senior Notes due 2029 (the "Notes"). In January 2024, the Company completed the issuance and sale of $34.5 million aggregate principal amount of 9.500% Senior Notes due February 2029 (the "February Notes"). The proceeds from the issuance of the Notes, along with the proceeds from the issuance of the February Notes, exceed the $86.3 million principal amount of 6.75% Convertible Senior Notes due September 2024, which were assumed by a subsidiary of the Company in connection with the Company's acquisition of Western Asset Mortgage Capital Corporation in December 2023. The Notes were sold pursuant to the Company's registration statement on Form S-3 (File No. 333-278243) (the "Registration Statement") and a related prospectus, as supplemented by a prospectus supplement dated May 8, 2024, each filed with the Securities Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"). In connection with the issuance and sale of the Notes, the Company entered into an underwriting agreement (the "Underwriting Agreement"), dated as of May 8, 2024, by and among the Company and AG REIT Management, LLC and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC, Wells Fargo 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 i

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated May 8, 2024, by and among the Company, AG REIT Management, LLC, and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Keefe, Bruyette & Woods, Inc. and Piper Sandler & Co. 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: May 13, 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