AG Mortgage Investment Trust, Inc. (NYSE: MITT) (the “Company”)
announced today the following updates with respect to its business
operations:
Mortgage Loan Sale
As previously reported, the Company entered into a Bid Terms
Acknowledgment Letter (the “Letter Agreement”) with an unaffiliated
third party, evidencing the third party’s intent to purchase the
pool of mortgage loans specified therein. The Letter Agreement
provided that the purchase and sale of the loans were subject to
the parties entering into a Mortgage Loan Purchase and Sale
Agreement.
On May 28, 2020, the Company, as obligor, entered into a
Mortgage Loan Purchase and Sale Agreement (the “MLPSA”) with
Wilmington Savings Fund Society, FSB, not in its individual
capacity but solely as trustee for BCAT 2020-23TT (the “Seller”)
and UMB Bank, National Association, not in its individual capacity,
but solely as legal title trustee for LVS Title Trust XIII (the
“Purchaser”). The MLPSA provided for the sale by the Seller to the
Purchaser of mortgage loans specified therein (the “Loans”) having
an approximate unpaid principal balance of $465 million for net
proceeds of approximately $383 million. The closing of the purchase
and sale of the Loans occurred on May 28, 2020.
The net proceeds from the sale of the Loans pursuant to the
MLPSA, were used to repay the Company’s indebtedness and associated
payables secured by the Loans in the aggregate amount of
approximately $383 million.
Third Forbearance Agreement
As previously reported, on April 27, 2020, the Company entered
into a Second Forbearance Agreement dated April 27, 2020 (the
“Second Forbearance Agreement”) pursuant to which each
participating counterparty thereto agreed to continue to forbear
from exercising any of its rights and remedies in respect of events
of default and any and all other defaults under the applicable
repurchase agreement with the Company until the earlier of (a) 4:30
p.m. Eastern Daylight Time on June 1, 2020, or (b) the occurrence
and continuance of a Triggering Event (as defined). Upon expiration
of the Second Forbearance Agreement on June 1, 2020, the Company
entered into a Third Forbearance Agreement with the participating
counterparties (the “Third Forbearance Agreement”) which extended
the forbearance period from June 1, 2020 to the earlier of (i) 4:30
p.m. Eastern Daylight Time on June 15, 2020, or (ii) the occurrence
and continuance of a Triggering Event (as defined). The other terms
of the Second Forbearance Agreement were substantively unchanged in
the Third Forbearance Agreement.
Litigation Settlement
As previously reported, the Company received written notices
from certain affiliates of Royal Bank of Canada (“RBC”) alleging
that events of default had occurred with respect to various
financing agreements. The Company disputed RBC’s notices of events
of default and filed a suit in federal district court in New York
seeking both to enjoin RBC from selling the Company’s collateral
securing the financing as well as damages. On May 28, 2020, the
Company entered into a settlement agreement with RBC pursuant to
which the Company and RBC mutually released each other from further
claims pursuant to the financing agreement. As part of the
settlement, the Company paid RBC $5.0 million in cash and issued to
RBC a secured promissory note in the principal amount of $2.0
million (the “Note”).
The principal amount of the Note is due on July 27, 2020 and
accrues interest on the unpaid principal balance at 6.0% per annum.
The Company’s obligations under the Note are secured by a lien on
all of the assets of the Company granted pursuant to a Security
Agreement (the “RBC Security Agreement”) dated May 28, 2020 between
the Company and RBC. Pursuant to the RBC Security Agreement, the
Company’s obligations with respect to the Note and the lien held by
RBC for the security of the performance of the Company’s
obligations under the Note, are subordinate to the Company’s
obligations to the Participating Counterparties (as defined in the
Third Forbearance Agreement) and to the lien held by the Collateral
Agent (as defined) pursuant to an Intercreditor and Subordination
Agreement by and among the Company, RBC and the Collateral Agent
(the “RBC Intercreditor and Subordination Agreement”).
AG REIT Management, LLC, the Company’s external manager (the
“Manager”), simultaneously entered into a separate intercreditor
and subordination agreement with RBC (the “Manager Intercreditor
and Subordination Agreement”) subordinating the payment of the
Company’s previously issued $20 million secured promissory note
payable to the Manager to the Note payable to RBC, with the effect
that the Company’s obligations to the Participating Counterparties
has first priority with respect to the Company’s assets, the Note
payable to RBC is second in priority and the note payable to the
Manager is third in priority.
As part of the settlement arrangement between the Company and
RBC, and to reflect the terms described above, the Company issued
to the Manager an Amended and Restated Secured Promissory Note
dated May 28, 2020 in the principal amount of $20 million (the
“Amended and Restated Manager Note”), and the Company and the
Manager entered into an Amended and Restated Security Agreement
dated May 28, 2020 (the “Amended and Restated Manager Security
Agreement”).
ABOUT AG MORTGAGE INVESTMENT TRUST, INC.
AG Mortgage Investment Trust, Inc. is a hybrid mortgage REIT
that opportunistically invests in and manages a diversified
risk-adjusted portfolio of Agency RMBS and Credit Investments,
which include Residential Investments and Commercial Investments.
AG Mortgage Investment Trust, Inc. is externally managed and
advised by AG REIT Management, LLC, a subsidiary of Angelo, Gordon
& Co., L.P., an SEC-registered investment adviser that
specializes in alternative investment activities.
FORWARD LOOKING STATEMENTS
This press release 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
sale of certain of the Company’s assets, the Company’s outstanding
indebtedness and investment portfolio, certain additional financial
metrics, and the Company’s entry into certain agreements, among
others. 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
performance. Forward-looking statements involve risks and
uncertainties in predicting future results and conditions. Actual
results and outcomes could differ materially from those projected
in these forward-looking statements due to a variety of factors and
the impact of the COVID-19 pandemic on these factors, including,
without limitation, changes in interest rates, changes in default
rates, changes in the yield curve, changes in prepayment rates, the
availability and terms of financing, changes in the market value of
our assets, general economic conditions, conditions in the market
for Agency RMBS, Non-Agency RMBS and CMBS securities, Excess MSRs
and loans, our ability to predict and control costs, our ability to
maintain our exemption from registration under the Investment
Company Act of 1940, as amended, 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
COVID-19 pandemic, our negotiations with our repurchase financing
counterparties and AG REIT Management, LLC, our ability to
negotiate, to the extent necessary, further extensions of the
forbearance period with the participating counterparties and to
enter into settlements with the non-participating counterparties
and the impact of the changes described in this Press Release on
our ability to accurately estimate our investment portfolio and
book value per share as of April 30, 2020. Additional information
concerning these and other risk factors are contained in the
Company’s filings with the SEC, including its most recent Annual
Report on Form 10-K and subsequent filings. Copies are available
free of charge on the SEC’s website, http://www.sec.gov/. The
Company undertakes no duty to update any forward-looking statements
in this Press Release to reflect any change in its expectations or
any change in events, conditions or circumstances on which any such
statement is based.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200601005756/en/
AG Mortgage Investment Trust, Inc. Investor Relations
(212) 692-2110 ir@agmit.com
AG Mortgage Investment (NYSE:MITT)
Historical Stock Chart
From Mar 2024 to Apr 2024
AG Mortgage Investment (NYSE:MITT)
Historical Stock Chart
From Apr 2023 to Apr 2024