SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 1)

 

 

 

AG Mortgage Investment Trust, Inc.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Title of Class of Securities        CUSIP Number of Class of Securities
8.25% Series A Cumulative Redeemable Preferred Stock   001228204
8.00% Series B Cumulative Redeemable Preferred Stock   001228303
8.000% Series C Fixed-to-Floating Rate Cumulative Redeemable
Preferred Stock
  001228402

 

Raul E. Moreno, Esq.

General Counsel and Secretary

AG Mortgage Investment Trust, Inc.

245 Park Avenue, 26th Floor

New York, New York 10167

(212) 692-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

 

 

 

Ellen J. Odoner, Esq.

Corey Chivers, Esq.

Ade K. Heyliger, Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

(212) 310-8000 (Phone)

(212) 310-8007 (Fax)

 

Robert K. Smith, Esq.

James V. Davidson, Esq.

Hunton Andrews Kurth LLP

2200 Pennsylvania Avenue NW

Washington, DC 20037

(202) 955-1500

 

Philip Richter, Esq.

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004-1980

(212) 859-8000

 

 

 

Calculation of Filing Fee

Transaction Valuation(1) Amount of Filing Fee(2)
$20,100,495.80 $2,609.04
(1)Estimated solely for purpose of calculating the filing fee. This Tender Offer Statement on Schedule TO relates to an exchange offer through which AG Mortgage Investment Trust, Inc. (the “Company”) is offering to holders of up to 250,470 validly tendered and accepted shares of 8.25% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series A Preferred”), up to 556,600 validly tendered and accepted shares of 8.00% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series B Preferred”), and up to 556,600 validly tendered and accepted shares of 8.000% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series C Preferred” and, together with the Series A Preferred and the Series B Preferred, the “Preferred Stock”), to exchange 5 shares of the Company’s newly issued common stock, par value $0.01 (the “Common Stock”) for each such validly tendered and accepted share of Preferred Stock. The transaction valuation was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as follows: the transaction valuation was determined by using the average of the high and low prices of the Preferred Stock of all series as reported on the New York Stock Exchange on August 7, 2020, which was $14.74.

 

(2)The Amount of Filing Fee calculated in accordance with Rule 0-11(b) of the Exchange Act, equals $129.80 for each $1,000,000 of the value of the transaction.

 

xCheck the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing.
  Amount Previously Paid:  $2,609.04 Filing Party:  AG Mortgage Investment Trust, Inc.
  Form or Registration No.:  Schedule TO Date Filed:  August 14, 2020
oCheck the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

othird-party tender offer subject to Rule 14d-1.

 

xissuer tender offer subject to Rule 13e-4.

 

ogoing-private transaction subject to Rule 13e-3.

 

oamendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

oRule 13e-4(i) (Cross-Border Issuer Tender Offer).

 

oRule 14d-1(d) (Cross-Border Third-Party Tender Offer).
 

SCHEDULE TO

 

This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (“Tender Offer Statement”) filed with the Securities and Exchange Commission on August 14, 2020, relating to an offer (the “Original Exchange Offer”) by AG Mortgage Investment Trust, Inc., a Maryland corporation (the “Company”), to exchange up to 6,818,350 newly issued shares of the Company’s common stock for up to an aggregate of 1,363,670 shares of the Company’s Preferred Stock, par value $0.01 per share (the “Preferred Stock”), without regard to series. The Company is amending the Original Exchange Offer (as so amended, the “Exchange Offer”) to specify that it is offering to purchase up to 250,470 shares of its 8.25% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, up to 556,600 shares of its 8.00% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share, and up to 556,600 shares of its 8.000% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, with any necessary proration to be made on a series by series basis. The Exchange Offer is being made pursuant to the terms and subject to the conditions described in the Offer to Exchange, dated August 14, 2020, as supplemented by means of the Supplement dated August 25, 2020 (the “Supplement to Offer to Exchange”), filed as Exhibit (a)(1)(B) hereto.

 

This Tender Offer Statement is intended to satisfy the reporting requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as amended.

 

Items 1 through 11.

 

Items 1 through 11 of the Tender Offer Statement, which incorporate by reference the information contained in the Original Offer to Exchange, are hereby amended and supplemented in the manner set forth in the Supplement to Offer to Exchange, attached hereto as Exhibit (a)(1)(B).

 

Item 12. Exhibits.

 

Item 12 of the Tender Offer Statement is hereby amended and supplemented as follows:

 

(a)(1)(B) Supplement to Offer to Exchange, dated August 25, 2020.

 

(a)(5)(B) Press release dated August 25, 2020.

 

Item 13. Information Required by Schedule 13E-3

 

Not applicable.

 

SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  AG MORTGAGE INVESTMENT TRUST, INC.
       
Date: August 25, 2020 By:  /s/ Raul E. Moreno  
    Name:  Raul E. Moreno  
    Title: General Counsel and Secretary  
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Exhibit (a)(1)(B)

 

 AG MORTGAGE INVESTMENT TRUST, INC.

 

SUPPLEMENT TO OFFER TO EXCHANGE DATED AUGUST 14, 2020

 

OFFERS TO EXCHANGE COMMON STOCK
FOR
8.25% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK,
8.00% SERIES B CUMULATIVE REDEEMABLE PREFERRED STOCK

 AND
8.000% SERIES C FIXED-TO-FLOATING RATE CUMULATIVE REDEEMABLE PREFERRED
STOCK

 

Security CUSIP Symbol Total
Number of
Shares
Outstanding
Maximum
Number of
Shares Sought
in the Offer
Consideration Offered
8.25% Series A
Cumulative Redeemable
Preferred Stock, par
value $0.01 per share
(the “Series A
Preferred”)
001228204 MITT PrA 2,070,000 250,470

(approximately 12.1% of total)
5 shares of newly issued
common stock of the
Company, par value $0.01
(the “Common Stock”) for
each share of Series A
Preferred (subject to
proration as described
herein)
8.00% Series B
Cumulative Redeemable
Preferred Stock, par
value $0.01 per share
(the “Series B
Preferred”)
001228303 MITT PrB 4,600,000 556,600

(approximately 12.1% of total)
5 shares of newly issued
Common Stock for each
share of Series B Preferred
(subject to proration as
described herein)
8.000% Series C Fixed-
to-Floating Rate
Cumulative Redeemable
Preferred Stock, par
value $0.01 per share
(the “Series C
Preferred”)
001228402 MITT PrC 4,600,000 556,600

(approximately 12.1% of total)
5 shares of newly issued
Common Stock for each
share of Series C Preferred
(subject to proration as
described herein)

 

 

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS FOR EACH SERIES EXPIRE
AT 11:59 P.M., NEW YORK CITY TIME, ON SEPTEMBER 11, 2020.
WE MAY EXTEND THE EXCHANGE OFFER AND
WITHDRAWAL PERIOD AT ANY TIME.

 

On August 14, 2020, AG Mortgage Investment Trust, Inc. (the “Company,” “our,” “we” or “us”) commenced an offer to exchange up to 6,818,350 newly issued shares of our Common Stock, par value

 

$0.01 per share (NYSE: MITT) (the “Common Stock”), for up to 1,363,670 outstanding shares of our Preferred Stock, par value $0.01 per share (the “Preferred Stock”), without regard to series, subject to, as necessary, proration (the “Original Exchange Offer”). The Company, by this Supplement, is amending the Original Exchange Offer (as so amended, the “Exchange Offer”) to specify, for each of the three series of its Preferred Stock, the maximum number of shares sought as set forth in the table above (each, a “Series Consideration Cap”) and to revise the proration methodology accordingly. The total number of shares of Preferred Stock for which the Exchange Offer is being made and the total number of shares of Common Stock that may be issued as consideration under the Exchange Offer (the “Offer Consideration Cap”) are unchanged.

 

All references in the Offer to Exchange dated August 14, 2020 (the “Original Offer to Exchange”) to an offer to exchange up to 1,363,670 shares of Preferred Stock, without regard to series, shall now mean offers to exchange up to 250,470 Series A Preferred Shares, up to 556,600 Series B Preferred Shares and up to 556,600 Series C Preferred Shares, subject to proration on a series by series basis.

 

There is no minimum tender condition to the consummation of the Exchange Offer. If the number of shares of Common Stock required to be issued in exchange for shares of a series of Preferred Stock validly tendered and not withdrawn by the expiration date exceeds the respective Series Consideration Cap, the shares of such series of Preferred Stock so tendered will be accepted on a pro rata basis such that the number of shares of Common Stock issued in the Exchange Offer in exchange for such series of Preferred Stock equals the Series Consideration Cap.

 

Stockholders who have already tendered Preferred Stock pursuant to the Original Offer to Exchange are not required to take any further action to tender their Preferred Stock in the Exchange Offer. Stockholders who wish to withdraw their Preferred Stock from the Exchange Offer should follow the procedures set forth in this Supplement.

 

Except as set forth in this Supplement, the terms and conditions set forth in the Original Offer to Exchange remain applicable in all respects to the Exchange Offer. To the extent that any information contained in this Supplement is inconsistent with any information in the Original Offer to Exchange, this Supplement shall control.

 

There is no change to the expiration date of the Exchange Offer. The Exchange Offer is currently scheduled to expire at 11:59 p.m., New York City time, on September 11, 2020. However, please note that the Depository Trust Company (“DTC”) and its direct and indirect participants will establish their own cutoff dates and times to receive instructions to tender in this Exchange Offer, which will be earlier than the expiration date. You should contact your broker or other securities intermediary to determine the cutoff date and time applicable to you.

 

See “Risk Factors” beginning on page 18 of the Original Offer to Exchange for a discussion of issues that you should consider with respect to the Exchange Offer.

 

You must make your own decision whether to tender Preferred Stock in the Exchange Offer and, if so, how much of your Preferred Stock to tender. Neither we, our Board of Directors, our Manager, the Information Agent, the Exchange Agent, nor any affiliate of any of the foregoing nor any other person is making any recommendation as to whether or not you should tender your Preferred Stock in the Exchange Offer. We have not authorized any person to make such a recommendation. You are urged to discuss your decision with your own tax advisor, financial advisor and/or broker.

 

SUPPLEMENTAL QUESTIONS AND ANSWERS ABOUT THE EXCHANGE OFFER

 

These Supplemental Questions and Answers present and answer certain questions you may have regarding the changes to the Original Exchange Offer made by means of this Supplement. We urge you to read the entire Supplement and Original Offer to Exchange because together they contain the full details of the Exchange Offer.

 

What series and amounts of stock are sought by the Company in the Exchange Offer?

 

We are offering to exchange, in each case for five shares of Common Stock, up to 250,470 Series A Preferred Shares, up to 556,600 Series B Preferred Shares and up to 556,600 Series C Preferred Shares that stockholders properly tender in the Exchange Offer and do not properly withdraw by the expiration date.

 

What happens if more than the maximum number of shares of a series of Preferred Stock for which the Exchange Offer is being made is validly tendered (and not withdrawn) in the Exchange Offer?

 

If more than the maximum number of shares of a series of Preferred Stock is validly tendered and not withdrawn prior to the expiration date, we will exchange such shares of that series on a pro rata basis (disregarding fractions). Any shares that are not accepted because of proration will be credited back to the appropriate account promptly following the expiration of the Exchange Offer.

 

How do I tender my Preferred Stock?

 

Preferred Stock held in a securities account with a broker or other securities intermediary can be tendered by your broker or other securities intermediary through DTC upon your request.

 

If you tender your Preferred Stock without indicating the number of shares of Preferred Stock you wish to tender, it will be assumed that you are tendering all Preferred Stock owned by you.

 

If you have questions, please call the Information Agent at the toll-free number on the back cover of the Original Offer to Exchange. See “The Exchange Offer—Procedure for Tendering” in the Original Offer to Exchange.

 

What if I have already tendered my Preferred Stock?

 

If you have already tendered your Preferred Stock pursuant to the Original Offer to Exchange previously provided to you, you are not required to take any further action to tender your Preferred Stock.

 

When will the Exchange Offer expire?

 

The Exchange Offer is currently scheduled to expire at 11:59 p.m., New York City Time, on September 11, 2020. We may, however, extend the Exchange Offer for any or all series of Preferred Stock from time to time in our discretion. We will also extend the expiration date of the Exchange Offer for any or all series of Preferred Stock if required by applicable law or regulation.

 

The Depository Trust Company and its direct and indirect participants will establish their own cutoff dates and times to receive instructions to tender in the Exchange Offer, which will be earlier than the expiration date. You should contact your broker or other securities intermediary to determine the cutoff date and time applicable to you.

 

There is no guaranteed delivery procedure available in the Exchange Offer.

 

See “The Exchange Offer—Extension, Termination and Amendment” in the Original Offer to Exchange.

 

What must I do if I want to withdraw my Preferred Stock from the Exchange Offer?

 

You may withdraw previously tendered Preferred Stock at any time before the expiration of the Exchange Offer. Any Preferred Stock not accepted will be credited back to the appropriate account promptly following the expiration or termination of the Exchange Offer. In addition, after the expiration of the Exchange Offer, you may withdraw any Preferred Stock that you tendered that is not accepted by us within 40 business days after the commencement of the Exchange Offer. See “The Exchange Offer—Withdrawal of Tenders” in the Original Offer to Exchange.

 

If you tendered your Preferred Stock through DTC, a withdrawal of your Preferred Stock will be effective if you and your broker or other securities intermediary comply with the appropriate procedures of DTC’s automated system prior to the expiration of the Exchange Offer or after the expiration of 40 business days after the commencement of the Exchange Offer. Any notice of withdrawal must identify the Preferred Stock to be withdrawn, including, if held through DTC, the name and number of the account at DTC to be credited and otherwise comply with the procedures of DTC. Your broker or other securities intermediary can assist you with this process.

 

See “The Exchange Offer—Withdrawal of Tenders” in the Original Offer to Exchange.

 

Who can I talk to if I have questions?

 

The Information Agent can help answer your questions. If you require additional copies of this Supplement, the Original Offer to Exchange or other related materials, you should contact the Information Agent. The Information Agent is D.F. King & Co., Inc. The Information Agent’s contact information is set forth below.

 

D.F. King & Co., Inc.
48 Wall Street, 22 Floor
New York, New York 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll-Free: (800) 488-8035
Email: MITT@dfking.com

 

The Company also has filed with the SEC an amendment to the Schedule TO which includes certain additional information relating to the Exchange Offer. The Schedule TO as amended, including the exhibits, and other information, may be examined, and copies may be obtained, free-of-charge on our website, on the SEC’s website or from the Information Agent.

 

STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 

We make statements (“forward-looking statements”) in the Original Offer to Exchange, this Supplement and the documents we incorporate by reference that are subject to substantial known and unknown risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, returns, results of operations, plans, yields, objectives, the composition of our portfolio, actions by governmental entities, including the Federal Reserve, and the potential effects of actual and proposed legislation on us, our views on certain macroeconomic trends, and the impact of the novel coronavirus (“COVID-19”). When we use the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions, we intend to identify forward-looking statements.

 

These forward-looking statements are based upon information presently available to our management and are inherently subjective, uncertain and subject to change. There can be no assurance that actual results will not differ materially from our expectations. Some, but not all, of the factors that might cause such a difference include, without limitation:

 

·the uncertainty and economic impact of the COVID-19 pandemic and of responsive measures implemented by various governmental authorities, businesses and other third parties;

 

·changes in our business and investment strategy;

 

·our ability to predict and control costs;

 

·changes in interest rates and the fair value of our assets, including negative changes resulting in margin calls relating to the financing of our assets;

 

·changes in the yield curve;

 

·changes in prepayment rates on the loans we own or that underlie our investment securities;

 

·increased rates of default or delinquencies and/or decreased recovery rates on our assets;

 

·our ability to obtain and maintain financing arrangements on terms favorable to us or at all, particularly in light of the current disruption in the financial markets;

 

·changes in general economic conditions, in our industry and in the finance and real estate markets, including the impact on the value of our assets;

 

·conditions in the market for Agency Residential Mortgage-Backed Securities (“Agency RMBS”), Residential Investments, including Non-Agency RMBS, Credit Risk Transfer securities, Non-U.S. RMBS, interest only securities, and residential mortgage loans, Commercial Investments, including Commercial Mortgage-Backed Securities, interest only securities, and commercial real estate loans, and Excess Mortgage Servicing Rights;

 

·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;

 

·how COVID-19 may affect us, our operations and personnel;

 

·the forbearance program included in the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”);

 

·our ability to reinstate quarterly dividends on our Common Stock and Preferred Stock and to make distributions to our stockholders in the future;

 

·our ability to maintain our qualification as a real estate investment trust (“REIT”) for federal income tax purposes; and

 

·our ability to qualify for an exemption from registration under the Investment Company Act of 1940, as amended, prior to the expiration of our one year grace period.

 

We caution investors not to rely unduly on any forward-looking statements, which speak only as of the date made, and urge you to carefully consider the risks noted above and identified under the captions “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2019, our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2020 and June 30, 2020 and any subsequent filings. New risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements that we make, or that are attributable to us, are expressly qualified by this cautionary notice.

 

Supplement to Offer to Exchange dated August 25, 2020

 

Exhibit (a)(5)(B)

AG Mortgage Investment Trust, Inc. Announces Amendment to Exchange Offer

New York, NY – August 25, 2020 – AG Mortgage Investment Trust, Inc. (NYSE: MITT) (“MITT” or the “Company”) today announced that it is amending its offer to exchange up to 6,818,350 newly issued shares of its common stock, par value $0.01 per share (the “Common Stock”), for up to 1,363,670 outstanding shares of its Preferred Stock, par value $0.01 per share (the “Preferred Stock”) to specify, for each of the three series of its Preferred Stock, the maximum number of shares sought as set forth in the table below (each, a “Series Consideration Cap”) and to revise the proration methodology accordingly (as so amended, the “Exchange Offer”). The total number of shares of Preferred Stock for which the Exchange Offer is being made and the total number of shares of Common Stock that may be issued as consideration under the Exchange Offer are unchanged.

All references in the offer to exchange dated August 14, 2020 (the “Original Offer to Exchange”) to an offer to exchange up to 1,363,670 shares of Preferred Stock, without regard to series, shall now mean offers to exchange up to 250,470 8.25% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series A Preferred”), up to 556,600 8.00% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series B Preferred”), and up to 556,600 8.000% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series C Preferred”), subject to proration on a series by series basis as further described in the Supplement to Offer to Exchange dated August 25, 2020 (the “Supplement to Offer to Exchange” and, together with the Original Offer to Exchange, the “Offer to Exchange”).

Consideration offered under the Exchange Offer will remain limited to 6,818,350 newly issued shares of Common Stock representing approximately 19.9% of the Common Stock to be outstanding immediately prior to the Expiration Date (as defined herein).

There is no change to the Expiration Date. For each share of Preferred Stock validly tendered prior to 11:59 p.m., New York City Time, on September 11, 2020 (the “Expiration Date”) and not withdrawn, holders of the Preferred Stock will be eligible to receive the applicable exchange consideration set out in the table below subject to, as necessary, proration on a series by series basis (the “Exchange Consideration”).

Title of Series/CUSIP Number/Trading Symbol of Preferred Stock Outstanding Shares Prior to the Exchange Offer Series Consideration Cap Exchange Consideration
Series A Preferred / 001228204 / MITT PrA 2,070,000

250,470

 

(approximately 12.1% of total)

5 shares of newly issued Common Stock for each share of Series A Preferred (subject to proration)
Series B Preferred / 001228303 / MITT PrB 4,600,000

556,600

 

(approximately 12.1% of total)

5 shares of newly issued Common Stock for each share of Series B Preferred (subject to proration)
Series C Preferred / 001228402 / MITT PrC 4,600,000

556,600

 

(approximately 12.1% of total)

5 shares of newly issued Common Stock for each share of Series C Preferred (subject to proration)

 

 

 

The Company is relying on Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), to exempt the Exchange Offer from the registration requirements of the Securities Act.

Available Documents and Other Details

The Company is making the Exchange Offer pursuant to the terms of and subject to the conditions set forth in a Tender Offer Statement on Schedule TO, as amended, and the Offer to Exchange. Copies of these documents (including the Supplement to Offer to Exchange) may be obtained from the Information Agent at the contact details provided below or at www.dfking.com/MITT.

Documents relating to the Exchange Offer will be distributed to holders of Preferred Stock. The complete terms and conditions of the Exchange Offer are set forth in the Offer to Exchange. This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to purchase any shares of Common Stock or Preferred Stock. The Exchange Offer is only being made pursuant to, and this press release is qualified by reference to, the Offer to Exchange. The Exchange Offer is not being made to holders of Preferred Stock in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

The Exchange Agent for the Exchange Offer is American Stock Transfer & Trust Company, LLC and can be contacted by calling 877-248-6417 or 718-921-8317. The Information Agent for the Exchange Offer is D.F. King & Co., Inc. and can be contacted by calling 800-488-8035 or emailing MITT@dfking.com.

Forward-Looking Statements

This press release includes statements ("forward-looking statements") that 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 could differ materially from those projected in these forward-looking statements due to a variety of factors, including, without limitation, changes in interest rates, changes in the yield curve, changes in prepayment rates on the loans we own that underlie our investment securities, increases in default rates or delinquencies and/or decreased recovery rates on our assets, our ability to make distributions to our stockholders in the future, our ability to maintain our qualification as a REIT for federal tax purposes, our ability to qualify for an exemption from registration under the Investment Company Act of 1940, as amended, prior to the expiration of our one year grace period, the availability and terms of financing, changes in the fair value of our assets, including negative changes resulting in margin calls relating to the financing of our assets, changes in general economic conditions, in our industry and in the finance and real estate markets, including the impact on the value of our assets, conditions in the market for Agency RMBS, Non-Agency RMBS and CMBS securities, Excess MSRs and loans, 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 novel coronavirus (COVID-19) pandemic that could adversely affect the business of the Company, the forbearance program included in the Coronavirus Aid, Relief, and Economic Security Act and the ongoing spread and economic effects of COVID-19. Additional information concerning these and other risk factors are contained in the Company's filings with the Securities and Exchange Commission ("SEC"), including its most recent Annual Report on Form 10-K and subsequent filings, including its quarterly report on Form 10-Q for the three months ended June 30, 2020. Copies are available free of charge on the SEC's website, http://www.sec.gov/. All information in this press release is as of August 25, 2020. The Company undertakes no duty to update any forward-

 

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looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

Contact:

AG Mortgage Investment Trust, Inc.

Investor Relations

(212) 692-2110

ir@agmit.com

 

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 Residential 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.

ABOUT ANGELO GORDON

Angelo, Gordon & Co., L.P. is a privately held limited partnership founded in November 1988. The firm manages approximately $39 billion as of June 30, 2020 with a primary focus on credit and real estate strategies. Angelo Gordon has over 550 employees, including more than 200 investment professionals, and is headquartered in New York, with offices in the U.S., Europe and Asia. For more information, visit www.angelogordon.com.

 

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