Item 1.01. Entry in a Material Definitive Agreement.
New Forbearance Agreement
As previously disclosed on
Simultaneously with the execution of the First Forbearance Agreement,
By its terms, the First Forbearance Agreement was scheduled to expire at
Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in the Second Forbearance Agreement.
Pursuant to the terms of the Second Forbearance Agreement, subject to certain
conditions, each Participating Counterparty agrees to forbear from exercising
any of its rights and remedies in respect of events of default and any and all
other defaults under the applicable repurchase agreement with the Company until
the earlier of (a)
A "Triggering Event" under the Second Forbearance Agreement includes (i) failure of the Company to comply with the terms of the Second Forbearance Agreement or any of the Security Documents or the related Intercreditor Agreement entered into in relation to the Collateral; (ii) inaccuracy of representations and warranties made by the Company in the Second Forbearance Agreement; (iii) filing of a voluntary or involuntary bankruptcy petition with respect to the Company, and such petition is not controverted within 10 days or is not dismissed within fifteen (15) days after the filing thereof; (iv) appointment of a custodian, receiver, liquidator, trustee, monitor, sequestrator or similar official for the Company or all or any substantial part of its assets or properties; (v) the CMBX.NA.AAA.13 Index remains 20% below the level of such index as of the commencement of the Forbearance Period for three (3) consecutive trading days; (vi) the Company makes a dividend or other distribution on any preferred or common stock prior to the end of the Forbearance Period; (vii) the independent directors of the Company (other than independent directors of certain special purpose entity subsidiaries of the Company) receive compensation other than common stock; (viii) except as otherwise agreed to by the Participating Counterparties, the making of any payments to or liens or collateral granted for the benefit of any counterparty, including the Participating Counterparties (other than as expressly set forth in the Forbearance Agreement), or any lender or agent with respect to any material indebtedness of the Company; (ix) the exercise of remedies in connection with a Triggering Event by any Participating Counterparty; (x) except as otherwise agreed to by the Participating Counterparties, payment by the Company to any repurchase agreement counterparty, including a Participating Counterparty or non-Participating Counterparty, other than as expressly set forth in the Second Forbearance Agreement; (xi) the threat or commencement of litigation by the Company against any Participating Counterparty (other than in connection with a breach of the Second Forbearance Agreement by a Participating Counterparty); (xii) the failure by the Company to remit to the applicable Participating Counterparty income or proceeds received by the Company with respect to the assets subject to the repurchase agreements within one (1) business
--------------------------------------------------------------------------------
day of the receipt of such income or proceeds; (xiii) the Security Documents cease to create a valid and perfected first priority security interest in the Collateral after such perfection occurs in accordance with the terms of the First Forbearance Agreement and Security Documents; (xiv) the failure by the Company to take action's within the Company's control within two (2) business days of actual notice to, or actual knowledge by, the Company to have the DTC repo tracker turned "off" with respect to the assets subject to the relevant Applicable Agreements; and (xv) any Company shall take any actions within such Company's control to have the DTC repo tracker turned "on" with respect to assets subject to the relevant Applicable Agreements.
During the Forbearance Period, notwithstanding any terms of any applicable repurchase agreement to the contrary, the rate of interest or the pricing rate that shall accrue on any and all obligations of the Company owed to each Participating Counterparty under the applicable repurchase agreement shall be the sum of (i) LIBOR (as defined and determined pursuant to the terms of each applicable repurchase agreement) and (ii) 5.00%.
During the Forbearance Period, notwithstanding any term in any repurchase agreement to the contrary, each Participating Counterparty agrees to extend the . . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 with respect to the Note Amendment is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On
Exhibit 99.1 hereto is being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description Second Forbearance Agreement datedApril 27, 2020 , by and among AG 10.1Mortgage Investment Trust, Inc. and certain of its affiliates and the Participating Counterparties listed on Schedule 1 thereto Amendment No. 1 to the Secured Promissory Note, datedApril 27 , 10.2 2020 fromAG Mortgage Investment Trust, Inc. payable to AG REITManagement, LLC Amendment No. 1 to the Subordinated Security Agreement, dated 10.3April 27, 2020 by and amongAG Mortgage Investment Trust, Inc. and AG REIT Management, LCC Amendment No. 1 to the Intercreditor and Subordination Agreement, 10.4 datedApril 27, 2020 by and amongAG Mortgage Investment Trust, Inc. ,Wilmington Trust, National Association as collateral agent andAG REIT Management, LLC . 99.1 Press Release, datedApril 27, 2020
Forward-Looking Statements
When used in this report or other written or oral communications, statements
which are not historical in nature, including those containing words such as
"will," "believe," "expect," "anticipate," "estimate," "plan," "continue,"
"intend," "could," "would," "should," "may", "expect" or similar expressions,
are intended to identify "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act, and, as
such, may involve known and unknown risks, uncertainties and assumptions.
Statements regarding the following subjects, among others, may
be forward-looking: our ability to accurately predict our outstanding
indebtedness and the status of our ongoing discussions with our financing
counterparties. Forward-looking statements are based on estimates, projections,
beliefs and assumptions of management of the Company at the time of such
statements and are not guarantees of future performance. Forward-looking
statements involve risks and uncertainties in predicting future results and
conditions. Actual results and outcomes could differ materially from those
projected in these forward-looking statements due to a variety of factors,
including, without limitation, changes in interest rates, changes in default
rates, changes in the yield curve, changes in prepayment rates, the availability
and terms of financing, changes in the market value of our assets, general
economic conditions, conditions in the market for Agency RMBS, Non-Agency RMBS
and CMBS securities, Excess MSRs and loans, our ability to predict and control
costs, conditions in the real estate market, legislative and regulatory changes
that could adversely affect the business of the Company, our negotiations with
our repurchase financing counterparties and the Manager, our ability to
negotiate further extensions of the Forbearance Period and the maturity of the
Additional Advance, if required, with the Participating Counterparties and the
Manager, respectively, and the ongoing spread and economic effects of the novel
coronavirus (COVID-19). Additional information concerning these and other risk
factors are contained in the Company's filings with the
--------------------------------------------------------------------------------
© Edgar Online, source