Western Asset Mortgage Capital Corporation Announces Pricing Of $100,000,000 Of Convertible Senior Notes Due 2022

PASADENA, Calif., Sept. 28, 2017 /PRNewswire/ -- Western Asset Mortgage Capital Corporation (NYSE: WMC) (the "Company") today announced the pricing of its previously announced public offering of $100,000,000 million aggregate principal amount of its 6.75% Convertible Senior Notes due 2022 (the "Notes"). The Company has granted the underwriter a 30-day option to purchase up to $15,000,000 million aggregate principal amount of additional Notes on the same terms and conditions to cover over-allotments. The offering is expected to close on or about October 2, 2017, subject to satisfaction of customary closing conditions.

The Notes will bear interest at a rate equal to 6.75% per year, payable semiannually in arrears on April 1 and October 1 of each year, beginning on April 1, 2018 and will mature on October 1, 2022, unless earlier converted, redeemed or repurchased.  The Company will have the right to redeem the Notes on or after July 1, 2022. Prior to July 1, 2022, the Notes will be convertible only upon certain circumstances and during certain periods, and thereafter will be convertible at any time prior to the close of business on the business day immediately preceding the  maturity date of the Notes. The Notes will be convertible into cash, shares of the Company's common stock or a combination thereof, at the Company's sole election. The conversion rate will initially equal 83.1947 shares of common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $12.02 per share of common stock, representing an approximate 10% conversion premium based on the closing price of the Company's common stock of $10.93 per share on September 27, 2017.

The Company intends to use the net proceeds from the offering primarily to acquire Agency CMBS, Residential Whole and Bridge Loans, Mezzanine Commercial Loans and Non-Agency RMBS representing interests in pools of Reperforming Loans.

JMP Securities is the sole underwriter for the offering.

The offering is being made pursuant to an effective shelf registration statement, including a prospectus and related prospectus supplement, filed by the Company with the Securities and Exchange Commission ("SEC"). These documents may be obtained for free by visiting the SEC's website at http://www.sec.gov. Alternatively, a copy of the preliminary prospectus supplement and accompanying prospectus related to the offering may be obtained, when available, by contacting JMP Securities, 600 Montgomery Street, 10th Floor, San Francisco, CA 94111, Attention: Prospectus Department, or by calling (415) 835-8985.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. 

ABOUT WESTERN ASSET MORTGAGE CAPITAL CORPORATION
Western Asset Mortgage Capital Corporation is a real estate investment trust that invests in, acquires and manages a diverse portfolio of assets consisting of Agency RMBS, Agency CMBS, Non-Agency RMBS, Non-Agency CMBS, Residential Whole and Bridge Loans, Commercial Whole-Loans and other financial assets. The Company is externally managed and advised by Western Asset Management Company, an investment advisor registered with the Securities and Exchange Commission and a wholly-owned subsidiary of Legg Mason, Inc.

FORWARD-LOOKING STATEMENTS
Certain items in this press release may constitute forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the proposed offering and the anticipated use of the net proceeds from the offering.  These statements are based on management's current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The Company can give no assurance that its expectations will be attained. Factors that may cause actual results to vary from our forward-looking statements include, but are not limited to, changes in interest rates; changes in the yield curve; changes in prepayment rates; the availability and terms of financing; general economic conditions; market conditions; conditions in the market for mortgage related investments; legislative and regulatory changes that could adversely affect the business of the Company; and other factors, including those set forth in the Risk Factors section of the Company's annual report on Form 10-K for the period ended December 31, 2016 filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

SOURCE Western Asset Mortgage Capital Corporation