SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 1, 2020 (September 30, 2020)
AG Mortgage Investment Trust, Inc.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of incorporation)||(Commission File Number)||(IRS Employer Identification No.)|
245 Park Avenue, 26th floor
New York, New York 10167
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 692-2000
(Former Name or Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)|
|Securities registered pursuant to Section 12(b) of the Act:|
|Title of each class:||Trading Symbols:||Name of each exchange on which registered:|
|Common Stock, $0.01 par value per share||MITT||New York Stock Exchange||(NYSE)|
|8.25% Series A Cumulative Redeemable Preferred Stock||MITT PrA||New York Stock Exchange||(NYSE)|
|8.00% Series B Cumulative Redeemable Preferred Stock||MITT PrB||New York Stock Exchange||(NYSE)|
|8.000% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock||MITT PrC||New York Stock Exchange||(NYSE)|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02 Unregistered Sales of Equity Securities.
On September 30, 2020, AG Mortgage Investment Trust, Inc. (the “Company”) agreed to issue an aggregate of 3,679,634 shares of its common stock, par value $0.01 per share (the “Common Stock”) and agreed to pay aggregate cash consideration of $6.3 million in exchange for 210,662 shares of 8.25% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred”), 404,187 shares of 8.00% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series B Preferred”), and 427,467 shares of 8.000% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 (the “Series C Preferred” together with the Series A Preferred and the Series B Preferred (the “Preferred Stock”)) pursuant to a privately negotiated exchange agreement entered into on September 30, 2020 with existing holders of the Preferred Stock. Subject to closing, the Preferred Stock exchanged pursuant to the exchange agreement will be retired and cancelled and the Company will have outstanding 39,800,405 shares of Common Stock.
The Common Stock was issued in reliance upon the exemption set forth in Section 3(a)(9) of the Securities Act of 1933 for securities exchanged by the issuer and existing security holders where no commission or other remuneration is paid or given directly or indirectly by the issuer for soliciting such exchange.
Item 9.01 Financial Statements and Exhibits.
Cover Page Interactive Data File (formatted as Inline XBRL)
FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 related to the closing of the transactions described in Item 3.02. Forward-looking statements are based on estimates, projections, beliefs and assumptions of management of the Company at the time of such statements and are not guarantees of future outcomes or performance. Forward-looking statements involve risks and uncertainties in predicting future results and conditions. Actual results could differ materially from those projected in these forward-looking statements due to a variety of factors, including, without limitation, changes in interest rates, changes in the yield curve, changes in prepayment rates on the loans we own that underlie our investment securities, increases in default rates or delinquencies and/or decreased recovery rates on our assets, our ability to make distributions to our stockholders in the future, our ability to maintain our qualification as a REIT for federal tax purposes, our ability to qualify for an exemption from registration under the Investment Company Act of 1940, as amended, prior to the expiration of our one year grace period, the availability and terms of financing, changes in the fair value of our assets, including negative changes resulting in margin calls relating to the financing of our assets, changes in general economic conditions, in our industry and in the finance and real estate markets, including the impact on the value of our assets, conditions in the market for Agency mortgage-backed securities, Non-Agency residential mortgage-backed securities and commercial mortgage-backed securities, excess mortgage servicing rights and loans, conditions in the real estate market, legislative and regulatory actions by the U.S. Department of the Treasury, the Federal Reserve and other agencies and instrumentalities in response to the economic effects of the novel coronavirus (COVID-19) pandemic that could adversely affect the business of the Company, the forbearance program included in the Coronavirus Aid, Relief, and Economic Security Act, the ongoing spread and economic effects of COVID-19, and the New York Stock Exchange's approval of the Company's Supplemental Listing Application. Additional information concerning these and other risk factors are contained in the Company's filings with the Securities and Exchange Commission ("SEC"), including its most recent Annual Report on Form 10-K and subsequent filings, including its Quarterly Report on Form 10-Q for the three months ended June 30, 2020. Copies are available free of charge on the SEC's website, http://www.sec.gov/. All information in this Current Report on Form 8-K is as of September 30, 2020. The Company undertakes no duty to update any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
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: October 1, 2020||AG MORTGAGE INVESTMENT TRUST, INC.|
|By:||/s/ RAUL E. MORENO|
|Name: Raul E. Moreno|
|Title: General Counsel and Secretary|