WESTERN ASSET MORTGAGE CAPITAL CORPORATION (NYSE:WMC) Files An 8-K Entry into a Material Definitive Agreement

WESTERN ASSET MORTGAGE CAPITAL CORPORATION (NYSE:WMC) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01 Entry into a Material Definitive Agreement.

On March 6, 2017, Western Asset Mortgage Capital Corporation (the
Company) entered into an Equity Distribution Agreement (the
Agreement) with Western Asset Management Company and JMP Securities
LLC, as placement agent (the Placement Agent). Under the terms of
the Agreement, the Company may offer and sell up to $100,000,000
aggregate offering price of shares of its common stock (the
Shares), par value $0.01 per share (Common Stock), from time to
time to or through the Placement Agent, acting as agent and/or
principal.
Sales of the Shares, if any, may be made in any method permitted by
law deemed to be an at the market as defined in Rule 415(a)(4)
under the Securities Act of 1933, as amended (the Securities Act),
including sales made directly on or through the New York Stock
Exchange or on any other existing trading market for the Companys
Common Stock. Under the Agreement, the Placement Agent (at the
Companys election) will use commercially reasonable efforts
consistent with its normal sales and trading practices to sell the
Shares as directed by the Company. The compensation payable to the
Placement Agent for sales of Shares to the Agreement will be up to
2.0% of the gross sales price for any Shares sold through it as
placement agent under the Agreement.
Shares sold under the Agreement, if any, will be issued to the
Companys shelf registration statement on Form S-3 (No. 333-194775)
(the Registration Statement), including the prospectus, dated March
24, 2014, and the prospectus supplement, dated March 7, 2017, as
the same may be amended or supplemented.
The offering of Shares to the Agreement will terminate upon the
earlier of (1) the sale of all the Shares subject to the Agreement
or (2) the termination of the Agreement by the Placement Agent or
the Company upon 1 day’s notice.
On March 7, 2017, Skadden, Arps, Slate, Meagher Flom LLP delivered
an opinion (the Opinion) to the Company in connection with the
Companys sale from time to time to or through the Placement Agent
of up to $100,000,000 aggregate offering price of the Shares to the
Agreement. The Opinion is being filed herewith, and thereby
automatically incorporated by reference into the Registration
Statement, in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act.
(d) Exhibits.
Exhibit No.
Description
1.1
Equity Distribution Agreement, dated March 6, 2017, among
Western Asset Mortgage Capital Corporation, Western Asset
Management Company and JMP Securities LLC
5.1
Opinion of Skadden, Arps, Slate, Meagher Flom LLP
23.1
Consent of Skadden, Arps, Slate, Meagher Flom LLP
(included in Exhibit 5.1 hereto)


About WESTERN ASSET MORTGAGE CAPITAL CORPORATION (NYSE:WMC)

Western Asset Mortgage Capital Corporation is a real estate investment trust focused on investing in, financing and managing a portfolio of real estate related securities, whole-loans and other financial assets. The Company’s portfolio consists of Agency residential mortgage-backed securities (RMBS) (including To-Be-Announced securities (TBAs)), Non-Agency RMBS, Agency and Non-Agency commercial mortgage-backed securities (CMBS), and Whole-Loans. In addition, the Company also invests in other securities, including certain Agency obligations that are not technically mortgage-backed securities (MBS), as well as in certain Non-United States CMBS and asset-backed securities (ABS) investments secured by a portfolio private student loans. The Company is externally managed and advised by Western Asset Management Company.

WESTERN ASSET MORTGAGE CAPITAL CORPORATION (NYSE:WMC) Recent Trading Information

WESTERN ASSET MORTGAGE CAPITAL CORPORATION (NYSE:WMC) closed its last trading session down -0.01 at 9.64 with 814,149 shares trading hands.

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