TPG Mortgage Investment Trust, Inc. (MITT): M&A transaction — MITT completes acquisition of WMC; exchange ratio 1.498 shares + $0.92 cash per WMC share

TPG Mortgage Investment Trust, Inc.

MITT issued ~9.2M shares to former WMC holders, who will own ~31% of combined company.
WMC 6.75% convertible notes ($86.3M principal) assumed by MITT subsidiary and guaranteed by MITT.
MITT board expanded to 8 with appointment of former WMC directors M. Christian Mitchell and Lisa G. Quateman.
Cash component of $0.92 per share from MITT Manager (~$5.7M total); $1.3M expense waiver and $2.4M fee reduction post-closing.
CEO TJ Durkin cites synergy maximization and long-term risk-adjusted returns for MITT stockholders.

item 1.01 item 2.03 item 2.01 item 5.02 item 7.01 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

M. Christian Mitchell

Director

MITT · TPG Mortgage Investment Trust, Inc.

Effective: 2023-12-06
Filed: December 6, 2023, 6:59 PM ET

the MITT board of directors increased the total number of directors from six to eight and appointed each of M. Christian Mitchell and Lisa G. Quateman to serve as directors on the MITT board of directors

Appointed

Lisa G. Quateman

Director

MITT · TPG Mortgage Investment Trust, Inc.

Effective: 2023-12-06
Filed: December 6, 2023, 6:59 PM ET

the MITT board of directors increased the total number of directors from six to eight and appointed each of M. Christian Mitchell and Lisa G. Quateman to serve as directors on the MITT board of directors

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

TPG Mortgage Investment Trust, Inc. amended convertible notes of approximately $86.3 million with Computershare Trust Company, National Association, as trustee at 6.75% maturing 2024.

Instrument: convertible notes
Principal: approximately $86.3 million
Counterparty: Computershare Trust Company, National Association, as trustee
Rate: 6.75%
Maturity: 2024
Event: amendment

Exact text from the filing

and all other amounts, if any, due and payable under the Convertible Notes. As of the Closing Date, the outstanding principal amount of the Convertible Notes was approximately $86.3 million. The foregoing description of the Base Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the form of Convertible Note and the transactions

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

M. Christian Mitchell was appointed as Director at TPG Mortgage Investment Trust, Inc..

Action: appointed
Role: Director

Exact text from the filing

the MITT board of directors increased the total number of directors from six to eight and appointed each of M. Christian Mitchell and Lisa G. Quateman to serve as directors on the MITT board of directors

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Lisa G. Quateman was appointed as Director at TPG Mortgage Investment Trust, Inc..

Action: appointed
Role: Director

Exact text from the filing

the MITT board of directors increased the total number of directors from six to eight and appointed each of M. Christian Mitchell and Lisa G. Quateman to serve as directors on the MITT board of directors

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

TPG Mortgage Investment Trust, Inc. completed an acquisition involving Western Asset Mortgage Capital Corporation (closed 2023-12-06).

Action: acquisition
Counterparty: Western Asset Mortgage Capital Corporation
Closing: 2023-12-06

Exact text from the filing

On December 6, 2023, the Merger was completed pursuant to the terms of the Merger Agreement.

View on SEC.gov

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TPG Mortgage Investment Trust, Inc. filing history →

Source: SEC EDGAR

accession 0001514281-23-000153

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