Hello, and welcome to the Western Asset Mortgage Capital Corporation's special meeting of stockholders. Please note that this meeting is being recorded. Questions may be submitted via the message icon at the top left of your screen by typing in your message, then clicking the send icon to the right of the message box. The meeting is about to begin. Good morning, and welcome to the special meeting of stockholders of Western Asset Mortgage Capital Corporation, which we'll refer to as the company during this meeting. I am Elliott Neumayer and will serve as the chairman of this special meeting. Adam Wright, our Secretary, will be serving as secretary of the special meeting. The time is now 9:00 A.M. Pacific Time on December 5th, 2023, and I hereby call this meeting to order. We propose to proceed with the formal business of this meeting as set forth in your notice of the special meeting and the joint proxy statement/prospectus and accompanying proxy supplements. I will now turn the meeting over to Adam Wright to go over the purpose of this meeting. Adam? Thank you, Elliott. As described in detail in the notice of this meeting and in our joint proxy statement/prospectus filed with the SEC on September 29th, 2023, and accompanying proxy supplements. Our board of directors has unanimously recommended that the stockholders vote in favor of the following three proposals to be considered and voted upon at today's meeting. First, a proposal to adopt the agreement and plan of merger, dated as of August 8th, 2023, by and among the company, AG Mortgage Investment Trust, Inc., AG MIT Merger Sub LLC, and solely for the limited purposes set forth in the merger agreement, AG REIT Management LLC, and approve the transactions contemplated by the merger agreement, including the merger of WMC with and into AG MIT Merger Sub LLC, with AG MIT Merger Sub LLC continuing as the surviving entity and a subsidiary of AG Mortgage Investment Trust, Inc., which we will refer to as the merger proposal during this meeting. Second, a proposal to approve by a non-binding advisory vote compensation that may be paid or become payable to the company's named executive officers that is based on or otherwise relates to the merger. Third, a proposal to adjourn the special meeting, if necessary or appropriate, to including to solicit additional proxies if there are not sufficient votes to approve the merger proposal. Stockholders may submit questions during this meeting on the web portal, which we will address following the meeting via email to the stockholder submitting the question. We have retained Tessa McKinson of Equiniti to serve as the independent inspector of elections in connection with this meeting, and she is also in attendance. Also attending today are the following people: Robert Lehman from the company, Larry Clark from Financial Profiles, Inc., and Thomas Greenberg from Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the company. Notice of today's meeting was mailed commencing on October 3rd, 2023, to all stockholders of record as of the close of business on September 22nd, 2023, record date for this meeting. I have an affidavit signed and sworn to by a representative of Morrow Sodali, LLC, as to the mailing. The notice and the affidavit will be included as part of the minutes of this meeting. A list of the registered holders of our common stock as of the record date has been available for inspection by any stockholder. The list of registered stockholders is also available for examination during today's meeting. Based on the advice of our proxy solicitor, we believe there are persons present holding shares or proxies representing greater than a majority of all issued and outstanding shares, company common stock, entitled to vote at this meeting as of the record date. We therefore deem there to be a quorum present, subject to certification by the Inspector of Elections. This meeting is duly and legally convened. We can now transact business. Thank you, Adam. The first item of business to come before this meeting is the adoption of the agreement and plan of merger, dated August 8th, 2023, by and among the company, AG Mortgage Investment Trust, Inc., AG MIT Merger Sub LLC, and solely for the limited purposes set forth therein, AG REIT Management LLC, and the approval of the transactions contemplated by the merger agreement, including the merger of WMC with and into AG MIT Merger Sub LLC, with AG MIT Merger Sub LLC continuing as the surviving entity and a subsidiary of AG Mortgage Investment Trust, Inc., which we will refer to as the merger proposal during this meeting. Under the terms of the merger agreement, at the effective time of the merger, each outstanding share of the company common stock will be converted into the right to receive, first, 1.498 shares of MITT common stock, and second, the per share portion of cash payment equal to the lesser of $7 million or approximately 9.9% of the aggregate per share merger, merger consideration. Any difference between $7 million and such smaller amount will be used to benefit the combined company post-closing by offsetting reimbursable expenses that otherwise would be payable to AG REIT Management LLC, which would be the manager of the combined company. The Board unanimously recommends that stockholders vote for the first proposal. The second item of business to come before this meeting is a proposal to approve by a non-binding advisory vote, the compensation that be made, that may be paid or be payable to the company's named executive officers that is based on or otherwise relates to the merger. The company's board unanimously recommends that stockholders vote for the second proposal. The third item of business to come before this meeting is the approval of a proposal to approve the adjournment of this special meeting, if necessary or appropriate, including for the purpose of soliciting additional votes for the approval of the merger proposal. The company's board unanimously recommends that stockholders vote for the third proposal. We will now, we'll now proceed to voting on the items of business. The time is now 9:07 A.M. Pacific Time on December 5th, 2023, and I now declare the polls open for voting on all items of business. All stockholders of record as of the close of business on September 22nd, 2023, are entitled to vote at this meeting. If you have already voted by proxy, whether by telephone, by mail, or over the internet, you do not need to vote now unless you want to revoke your previous proxy. A voting link has been sent out on the web platform. Any stockholder who has not yet voted or wishes to change their vote may now do so by clicking on the voting button on the web portal and following instructions there. It now appears that everyone has had the opportunity to vote. It is 9:08 A.M. Pacific Standard Time on December 5th, 2023, and I now declare the polls closed with respect to all items of business. Adam, will you please report the preliminary results of the voting? Yes, thank you, Elliott. The preliminary results of the voting are as follows: The proposal to adopt the merger agreement and approve the transactions contemplated thereby, including the merger, has passed. The proposal to approve by a non-binding advisory vote, the compensation that may be paid or become payable to the company's named executive officers, that is based on or otherwise relates to the merger, has passed. Since there were sufficient votes represented at this special meeting to approve the merger proposal, the proposal regarding adjournment is moot and is not being presented. The Inspector of Elections will execute a certificate as to the results of the voting, and the certificate will be filed in the minute books of the company, along with the minutes of this meeting. The final voting results will be reported in a current report on Form 8-K, to be filed with the SEC within four business days. Thank you, Adam. As there is no further business to come before this meeting, I declare the meeting adjourned. Our formal business has been concluded, and I thank you all for attending today.
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