8-K
filed December 6, 2023, 6:59 PM ET
CIK 0001465885
M&A
confidence high
sentiment neutral
materiality 0.90
Western Asset Mortgage Capital Corp: M&A transaction — WMC merges into MITT; stockholders receive 1.498 MITT shares + $0.92 cash per share
Western Asset Mortgage Capital Corp
- Merger completed Dec 6, 2023; WMC stockholders receive 1.498 MITT shares + $0.92 cash per share.
- WMC directors and executive officers resigned effective at merger close.
- WMC management agreement terminated; Western Asset Management receives $7M termination fee.
- WMC common stock delisted from NYSE; plans to file Form 15 to terminate SEC registration.
- MITT issues ~9.2M shares; former WMC holders own ~31% of combined company.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
M. Christian Mitchell departed as Director at Western Asset Mortgage Capital Corp.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
As of the Effective Time, as contemplated by the Merger Agreement (and not because of any disagreement with WMC), WMC’s directors ceased serving in such capacity.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lisa G. Quateman departed as Director at Western Asset Mortgage Capital Corp.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
As of the Effective Time, as contemplated by the Merger Agreement (and not because of any disagreement with WMC), WMC’s directors ceased serving in such capacity.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bonnie M. Wongtrakool departed as other_named_officer at Western Asset Mortgage Capital Corp.
- Action
- ceased to be
Exact text from the filing
In addition, at the Effective Time, each of the executive officers of WMC, Bonnie M. Wongtrakool, Greg Handler, Robert W. Lehman and Elliott Neumayer, ceased to be an executive officer of WMC.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ranjit M. Kripalani departed as Director at Western Asset Mortgage Capital Corp.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
As of the Effective Time, as contemplated by the Merger Agreement (and not because of any disagreement with WMC), WMC’s directors ceased serving in such capacity.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James W. Hirschmann III departed as Director at Western Asset Mortgage Capital Corp.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
As of the Effective Time, as contemplated by the Merger Agreement (and not because of any disagreement with WMC), WMC’s directors ceased serving in such capacity.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert W. Lehman departed as other_named_officer at Western Asset Mortgage Capital Corp.
- Action
- ceased to be
Exact text from the filing
In addition, at the Effective Time, each of the executive officers of WMC, Bonnie M. Wongtrakool, Greg Handler, Robert W. Lehman and Elliott Neumayer, ceased to be an executive officer of WMC.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Edward D. Fox, Jr. departed as Director at Western Asset Mortgage Capital Corp.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
As of the Effective Time, as contemplated by the Merger Agreement (and not because of any disagreement with WMC), WMC’s directors ceased serving in such capacity.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Elliott Neumayer departed as other_named_officer at Western Asset Mortgage Capital Corp.
- Action
- ceased to be
Exact text from the filing
In addition, at the Effective Time, each of the executive officers of WMC, Bonnie M. Wongtrakool, Greg Handler, Robert W. Lehman and Elliott Neumayer, ceased to be an executive officer of WMC.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bonnie M. Wongtrakool departed as Director at Western Asset Mortgage Capital Corp.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
As of the Effective Time, as contemplated by the Merger Agreement (and not because of any disagreement with WMC), WMC’s directors ceased serving in such capacity.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Greg Handler departed as other_named_officer at Western Asset Mortgage Capital Corp.
- Action
- ceased to be
Exact text from the filing
In addition, at the Effective Time, each of the executive officers of WMC, Bonnie M. Wongtrakool, Greg Handler, Robert W. Lehman and Elliott Neumayer, ceased to be an executive officer of WMC.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
Western Asset Mortgage Capital Corp underwent a change of control involving A G Mortgage Investment Trust, Inc. (closed 2023-12-06).
- Action
- change of control
- Counterparty
- A G Mortgage Investment Trust, Inc.
- Closing
- 2023-12-06
Exact text from the filing
the consummation on December 6, 2023 (the “Closing Date”) of the transactions contemplated by the Agreement and Plan of Merger, dated as of August 8, 2023
View on SEC.gov
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