Western Asset Mortgage Capital
Western Asset Mortgage Capital — Merger or Acquisition (July 2023)
9 slides from Western Asset Mortgage Capital's merger presentation, Jul 13, 2023
Slide 1: MITT and WMC Merger Rationale and Benefits
NYSE: MITT 1 MITT and WMC Merger Rationale and Benefits July 13, 2023
Slide 2: Forward Looking Statements
NYSE: MITT 2 Forward Looking Statements Additional Information: This communication relates to a proposal which AG Mortgage Investment Trust, Inc. (“MITT”) has made for an acquisition of Western Asset Mortgage Capital Corporation (“WMC”). In furtherance of this proposal and subject to future developm
Slide 3: MITT's Superior Offer for WMC Shareholders
NYSE: MITT 3 MITT’s Superior Offer for WMC Shareholders Source: S&P Global Market Intelligence as of July 12, 2023. 1) Cash consideration paid by MITT’s manager will be equal to the lesser of $7.0 million and 9.9% of the closing transaction value. Based on closing prices as of July 12, 2023 for MITT
Slide 4: MITT's Superior Offer vs. the TPT Deal
NYSE: MITT 4 MITT’s Superior Offer vs. the TPT Deal MITT Proposal • Total consideration represents an implied 18.2% premium to WMC’s closing price of $8.36 as of July 12, 2023 TPT Deal • Negative market reaction with WMC stock trading down approximately 10% since the announcement MITT Proposal • WMC
Slide 5: WMC and MITT's Strategic Alignment
NYSE: MITT 5 Securitized Non-Agency Loans 83% Warehouse Loans 2% Agency 5% Commercial Assets 3% Other Residential 7% Securitized Non-Agency Loans 83%Warehouse Loans 3% Agency 7% Other Residential 7% WMC and MITT’s Strategic Alignment • Founded in 2009, WMC is a publicly traded non-agency mortgage RE
Slide 6: • MITT acquires WMC on a book-for-book basis with no adjustment to WMC asset
NYSE: MITT 6 • MITT acquires WMC on a book-for-book basis with no adjustment to WMC asset values • Analysis based on economic book value for WMC and adjusted book value for MITT(1) • Assumes that both MITT and WMC pay their own transaction expenses such as financial advisory, legal, etc. and that th
Slide 7: Anticipated Benefits of the Transaction
NYSE: MITT 7 Anticipated Benefits of the Transaction • Proposal represents an 18.2% premium to WMC’s current stock price as of July 12, 2023 • MITT’s external manager is committing up to $7 million of new cash directly to WMC shareholders • Ability to merge with an established publicly traded mREIT
Slide 8: Angelo Gordon At-A-Glance
NYSE: MITT 8 Angelo Gordon At-A-Glance (1) As of December 31, 2022. Angelo Gordon’s (the “Firm”) currently stated AUM of approximately $73 billion as of December 31, 2022 reflects fund-level asset-related leverage. Prior to May 15, 2023, the Firm calculated its AUM as net assets under management exc
Slide 9: ANGELO
ANGELO ae GORDON MORTGAGE INVESTMENT TRUST, INC. www.agmit.com
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