--- schema_version: "secwatch.filing_event.v1" accession: "0001628280-23-040888" form_type: "8-K" ticker: null cik: "0001465885" company_name: "Western Asset Mortgage Capital Corp" filed_at: "2023-12-06T23:59:59+00:00" generated_at: "2026-06-07T17:00:03.831369+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # WMC merges into MITT; stockholders receive 1.498 MITT shares + $0.92 cash per share ## Summary - 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. ## SEC filing metadata - accession: 0001628280-23-040888 - form_type: 8-K - cik: 0001465885 - company_name: Western Asset Mortgage Capital Corp - filed_at: 2023-12-06T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1465885/000162828023040888/0001628280-23-040888-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1465885/000162828023040888/wmc-20231206.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001628280-23-040888 - JSON: https://secwatch.observer/filing/0001628280-23-040888.json - Plain text: https://secwatch.observer/filing/0001628280-23-040888.txt ## Key facts - Executive change M. Christian Mitchell departed as Director at Western Asset Mortgage Capital Corp. - Action: ceased serving - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1465885/000162828023040888/0001628280-23-040888-index.htm - Executive change Lisa G. Quateman departed as Director at Western Asset Mortgage Capital Corp. - Action: ceased serving - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1465885/000162828023040888/0001628280-23-040888-index.htm - Executive change Bonnie M. Wongtrakool departed as other_named_officer at Western Asset Mortgage Capital Corp. - Action: ceased to be source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1465885/000162828023040888/0001628280-23-040888-index.htm - Executive change Ranjit M. Kripalani departed as Director at Western Asset Mortgage Capital Corp. - Action: ceased serving - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1465885/000162828023040888/0001628280-23-040888-index.htm - Executive change James W. Hirschmann III departed as Director at Western Asset Mortgage Capital Corp. - Action: ceased serving - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1465885/000162828023040888/0001628280-23-040888-index.htm - Executive change Robert W. Lehman departed as other_named_officer at Western Asset Mortgage Capital Corp. - Action: ceased to be source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1465885/000162828023040888/0001628280-23-040888-index.htm - Executive change Edward D. Fox, Jr. departed as Director at Western Asset Mortgage Capital Corp. - Action: ceased serving - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1465885/000162828023040888/0001628280-23-040888-index.htm - Executive change Elliott Neumayer departed as other_named_officer at Western Asset Mortgage Capital Corp. - Action: ceased to be source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1465885/000162828023040888/0001628280-23-040888-index.htm - Executive change Bonnie M. Wongtrakool departed as Director at Western Asset Mortgage Capital Corp. - Action: ceased serving - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1465885/000162828023040888/0001628280-23-040888-index.htm - Executive change Greg Handler departed as other_named_officer at Western Asset Mortgage Capital Corp. - Action: ceased to be source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1465885/000162828023040888/0001628280-23-040888-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1465885/000162828023040888/0001628280-23-040888-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.