AG Mortgage Investment Trust Files 8-K on Financial Obligations

TL;DR

AG Mortgage Investment Trust just filed an 8-K detailing new financial obligations. Keep an eye on their debt structure.

AI Summary

On May 15, 2024, AG Mortgage Investment Trust, Inc. entered into a Material Definitive Agreement related to the creation of a direct financial obligation. The filing details the company's financial obligations and related exhibits.

Why It Matters

This filing provides insight into AG Mortgage Investment Trust's financial commitments and potential liabilities, which could impact its future financial performance and investor confidence.

Risk Assessment

Risk Level: medium — Filings related to material definitive agreements and financial obligations can introduce new risks or clarify existing ones for a company.

Key Players & Entities

• AG Mortgage Investment Trust, Inc. (company) — Filer of the 8-K report
• 20240515 (date) — Date of the report and the event
• 245 PARK AVENUE (location) — Company's business and mailing address

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
• $86.3 million — 2024 (the "February Notes"), exceed the $86.3 million principal amount of 6.75% Convertible S
• $62.4 million — enses, are expected to be approximately $62.4 million. The Company intends to use the net pro

Filing Documents

• mitt-20240515.htm (8-K) — 49KB
• mitt-ex51xvenableopinionma.htm (EX-5.1) — 24KB
• mitt-ex52xhakopinionmay2024.htm (EX-5.2) — 47KB
• image_0a.jpg (GRAPHIC) — 3KB
• image_0b.jpg (GRAPHIC) — 82KB
• image_1a.jpg (GRAPHIC) — 1KB
• image_21a.jpg (GRAPHIC) — 111KB
• image_2a.jpg (GRAPHIC) — 8KB
• 0001514281-24-000095.txt ( ) — 611KB
• mitt-20240515.xsd (EX-101.SCH) — 4KB
• mitt-20240515_def.xml (EX-101.DEF) — 18KB
• mitt-20240515_lab.xml (EX-101.LAB) — 33KB
• mitt-20240515_pre.xml (EX-101.PRE) — 19KB
• mitt-20240515_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously announced, on May 15, 2024, AG Mortgage Investment Trust, Inc. (the "Company") closed its registered underwritten public offering of $65.0 million aggregate principal amount of 9.500% Senior Notes due 2029 (the "Notes"). The proceeds from the issuance of the Notes, along with the proceeds from the issuance of the 9.500% Senior Notes due February 2029 issued in January 2024 (the "February Notes"), exceed the $86.3 million principal amount of 6.75% Convertible Senior Notes due September 2024 (the "Convertible Notes"), 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 and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"). The Notes are governed by the indenture, dated January 26, 2024 (the "Base Indenture"), as supplemented by the second supplemental indenture, dated May 15, 2024 (the "Second Supplemental Indenture," and together with the Base Indenture, the "Indenture"), each by and between the Company and U.S. Bank Trust Company, National Association, as trustee. The Notes are senior unsecured obligations of the Company that rank senior in right of payment to any future indebtedness of the Company that is expressly subordinated in right of payment to the Notes, equal in right of payment to our existing and future unsecured indebtedness that is not so subordinated, including the Convertible Notes and the February Notes, effectively subordinated in right of payment to any of the Company's existing and future secured indebtedness to the extent of the value of the assets securing su

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 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 Second Supplemental Indenture, dated May 15, 2024, between the Company and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form 8-A, filed with the SEC on May 15, 2024). 4.3 Form of 9.500% Senior Notes Due 2029 of the Company (attached as Exhibit A to the Second Supplemental Indenture, incorporated by reference to E x hibit 4.4 to the Company's Registration Statement on Form 8-A, filed with the SEC on May 15, 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: May 21, 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