UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 4, 2019 (November 4, 2019)
AG Mortgage Investment Trust, Inc.
(Exact name of registrant as specified in its charter)
Maryland | 001-35151 | 27-5254382 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
245 Park Avenue, 26th floor
New York, New York 10167
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 692-2000
Not Applicable
(Former Name or Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act: | ||||
Title of each class: | Trading Symbols: | Name of each exchange on which registered: | ||
Common Stock, $0.01 par value per share | MITT | New York Stock Exchange (NYSE) | ||
8.25% Series A Cumulative Redeemable Preferred Stock | MITT PrA | New York Stock Exchange (NYSE) | ||
8.00% Series B Cumulative Redeemable Preferred Stock | MITT PrB | New York Stock Exchange (NYSE) | ||
8.000% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock | MITT PrC | New York Stock Exchange (NYSE) | ||
Item 1.01. | Entry into a Material Definitive Agreement. |
On November 4, 2019, SFR MT LLC, an indirect, wholly-owned subsidiary of AG Mortgage Investment Trust, Inc. (the "Company"), entered into a Purchase and Sale Agreement (the "PSA") to sell its single-family rental portfolio (the "SFR Portfolio") to a third party for a purchase price of approximately $137 million. The transactions contemplated by the PSA are expected to close during the fourth quarter of 2019, subject to the satisfaction of customary closing conditions. The PSA contains customary representations, warranties and covenants by the Company. It also provides for customary indemnification by the Company for certain breaches of representation, warranties and covenants in connection with the sale of the SFR Portfolio.
The foregoing summary is qualified in its entirety by the text of the PSA which will be filed as Exhibit 10.24 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 4, 2019 | AG MORTGAGE INVESTMENT TRUST, INC. | |
By: | /s/ RAUL E. MORENO | |
Name: Raul E. Moreno | ||
Title: General Counsel and Secretary | ||