8-K: AG Mortgage Investment Trust Secures $75 Million Equity Distribution Agreements

Sentiment:

Equity Distribution Agreement


AG Mortgage Investment Trust has entered into agreements to sell up to $75 million of its common stock through multiple sales agents.

Capital raiseThe company has entered into agreements to sell up to $75 million of its common stock.The offering will be conducted through multiple sales agents.The company intends to use the proceeds for general corporate purposes, including acquisitions.

Summary

  • AG Mortgage Investment Trust, Inc. has entered into separate Equity Distribution Agreements with BTIG, LLC, JonesTrading Institutional Services LLC, Keefe, Bruyette & Woods, Inc., and Piper Sandler & Co.
  • The company may offer and sell up to $75 million of its common stock through these sales agents.
  • The net proceeds from the sale of shares will be used for general corporate purposes, including the acquisition of target residential investments.
  • Sales of shares may be made directly on the New York Stock Exchange or any other existing trading market.
  • Each sales agent will receive up to 2.0% of the gross sales price as compensation.
  • The offering will terminate upon the sale of all shares or termination of the agreement by either party with one day's notice.
  • The company terminated prior equity distribution agreements with Credit Suisse Securities (USA) LLC and JMP Securities LLC, effective November 6, 2024.

Sentiment

Score: 7

Explanation: The document is generally positive as it secures funding for the company, but there are some risks associated with dilution and market conditions. The sentiment is neutral to slightly positive.

Positives

  • The company has secured access to capital through the equity distribution agreements.
  • The agreements provide flexibility in how and when the company sells its shares.
  • The company has terminated previous agreements, streamlining its sales process.

Negatives

  • The company will incur fees of up to 2.0% of the gross sales price for each share sold.
  • The offering could potentially dilute existing shareholders' equity.
  • The company is reliant on the sales agents to sell the shares.

Risks

  • The company may not be able to sell all of the shares offered.
  • The market price of the company's stock could be negatively impacted by the offering.
  • The company's ability to acquire target residential investments may be affected by market conditions.

Future Outlook

The company plans to use the net proceeds from the sale of shares for general corporate purposes, including the acquisition of target residential investments, subject to the company's investment guidelines and REIT qualification.

Industry Context

This announcement is typical for a REIT seeking to raise capital for acquisitions and general corporate purposes. The use of multiple sales agents is a common strategy to maximize the reach and efficiency of the offering.

Comparison to Industry Standards

  • The use of at-the-market offerings is a common practice for REITs to raise capital, providing flexibility and avoiding large discounts.
  • The 2% commission is within the typical range for such offerings.
  • Comparable companies such as Annaly Capital Management (NLY) and Two Harbors Investment Corp (TWO) also utilize at-the-market offerings to manage their capital needs.
  • The $75 million offering size is relatively modest compared to some larger REITs, but appropriate for a company of AG Mortgage Investment Trust's size.

Stakeholder Impact

  • Shareholders may experience dilution of their equity.
  • The company will have additional capital to pursue its business strategy.
  • The company's ability to acquire target residential investments may be enhanced.

Next Steps

  • The company will begin offering and selling shares through the sales agents.
  • The company will use the net proceeds for general corporate purposes and acquisitions.
  • The company will continue to file required reports with the SEC.

Key Dates

DateDescription
May 5, 2017Date of prior equity distribution agreements with Credit Suisse Securities (USA) LLC and JMP Securities LLC.
May 8, 2017Date of the company's Current Reports on Form 8-K filed with the Commission regarding the prior equity distribution agreements.
May 22, 2018Date of the company's Current Reports on Form 8-K filed with the Commission regarding the prior equity distribution agreements.
April 9, 2024Date of the base prospectus for the company's shelf registration statement.
November 5, 2024Date the company sent termination notices to Credit Suisse Securities (USA) LLC and JMP Securities LLC.
November 6, 2024Date of the new Equity Distribution Agreements and the termination of prior agreements.

Keywords

equity distribution agreement, common stock, at-the-market offering, sales agents, capital raise, REIT, residential investments, NYSE

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