---
schema_version: "secwatch.filing_event.v1"
accession: "0001514281-23-000153"
form_type: "8-K"
ticker: "MITT"
cik: "0001514281"
company_name: "TPG Mortgage Investment Trust, Inc."
filed_at: "2023-12-06T23:59:59+00:00"
generated_at: "2026-06-07T17:02:58.938940+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# MITT completes acquisition of WMC; exchange ratio 1.498 shares + $0.92 cash per WMC share

## Summary
- 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.

## SEC filing metadata
- accession: 0001514281-23-000153
- form_type: 8-K
- ticker: MITT
- cik: 0001514281
- company_name: TPG Mortgage Investment Trust, Inc.
- filed_at: 2023-12-06T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 2.03, 2.01, 5.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1514281/000151428123000153/0001514281-23-000153-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1514281/000151428123000153/mitt-20231206.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001514281-23-000153
- JSON: https://secwatch.observer/filing/0001514281-23-000153.json
- Plain text: https://secwatch.observer/filing/0001514281-23-000153.txt

## Key facts
- Debt Financings
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1514281/000151428123000153/0001514281-23-000153-index.htm
- Executive change
  M. Christian Mitchell was appointed as Director at TPG Mortgage Investment Trust, Inc..
  - Action: appointed
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1514281/000151428123000153/0001514281-23-000153-index.htm
- Executive change
  Lisa G. Quateman was appointed as Director at TPG Mortgage Investment Trust, Inc..
  - Action: appointed
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1514281/000151428123000153/0001514281-23-000153-index.htm
- M&A Transactions
  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
  source text: On December 6, 2023, the Merger was completed pursuant to the terms of the Merger Agreement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1514281/000151428123000153/0001514281-23-000153-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.