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Civitas Resources Appoints Jeff Kelly to Leadership Team

DENVER–(BUSINESS WIRE)–
Civitas Resources, Inc. (NYSE: CIVI) (“Civitas” or the “Company”) today announced the appointment of Jeff Kelly as Chief Transformation Officer, effective August 3, 2023.

Chris Doyle, President and CEO, said, “On behalf of the Board of Directors and the Company, I am excited to welcome Jeff to the Civitas team. He is a proven leader and brings experience across all aspects of our business. He will lead our transformation to a diversified business of scale and bring a disciplined and strategic approach that will ensure Civitas continues to execute its business and capture the tremendous value we see in our equity today.”

Mr. Kelly will report to the CEO and lead the Company’s integration of its recent transformative acquisitions in the Permian Basin. He will be responsible for establishing a high-performance organization, inspiring innovation to improve efficiency and effectiveness, and aligning stakeholders to help achieve the Company’s strategic vision.

Mr. Kelly most recently served as Managing Director, Asset Management at The Blackstone Group where he drove strategic initiatives and value creation within their Private Equity Energy portfolio. Prior to Blackstone, Mr. Kelly served in increasing roles of responsibility and various operational leadership positions within the upstream and midstream divisions at Anadarko Petroleum Corporation. Mr. Kelly graduated with a Bachelor of Science in Industrial Engineering and Management from Oklahoma State University.

About Civitas Resources, Inc.

Civitas Resources, Inc. is an independent, domestic oil and gas producer focused on development of its premier assets in the Denver-Julesburg (DJ) and Permian basins. The Company has a proven business model combining capital discipline, a strong balance sheet, cash flow generation and sustainable cash returns to shareholders. Civitas employs leading ESG practices throughout the Company and was Colorado’s first carbon neutral oil and gas producer. For more information about Civitas, please visit www.civitasresources.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230808012778/en/

Investor Relations:

John Wren, [email protected]

Media:

Rich Coolidge, [email protected]

KEYWORDS: United States North America Colorado

INDUSTRY KEYWORDS: Oil/Gas Energy

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WeWork Reports Second Quarter 2023 Results

NEW YORK–(BUSINESS WIRE)–
WeWork Inc. (NYSE: WE) (“WeWork”), the leading global flexible space provider, disclosed financial results today for the three and six months ended June 30, 2023. Second quarter highlights include:

• Consolidated revenue for the second quarter 2023 was $844 million, an increase of 4% year-over-year and up 7% for the first half 2023 year-over-year.

• Net loss was $(397) million, a $238 million improvement year-over-year, and an improvement of $443 million for the first half 2023 year-over-year.

• Adjusted EBITDA was $(36) million, a $98 million improvement year-over-year and a $281 million improvement for the first half 2023 year-over-year.

• Consolidated physical occupancy was 72% at the end of the second quarter 2023, an increase from 70% at the end of the second quarter 2022.

​​​

(Amounts in millions)	Three Months Ended June 30,								Six Months Ended June 30,
		2023				2022				2023				2022
Consolidated Revenue	$	844			$	815			$	1,693			$	1,580
Net loss		(397	)			(635	)			(696	)			(1,139	)
Adjusted EBITDA(1)		(36	)			(134	)			(65	)			(346	)

(1) Adjusted EBITDA is a non-GAAP measure. See Appendix for reconciliation and other information.

“In a difficult operating environment, we have delivered solid year-over-year revenue growth and dramatic profitability improvements,” David Tolley, Interim Chief Executive Officer, commented. “Excess supply in commercial real estate, increasing competition in flexible space and macroeconomic volatility drove higher member churn and softer demand than we anticipated, resulting in a slight decline in memberships.”

“We are confident in our ability to meet the evolving workplace needs of businesses of all sizes across sectors and geographies, and our long term company vision remains unchanged,” continued Tolley. “Although we have more work to do, the talent and energy of the WeWork team is extraordinary and we are resolutely focused on delivering for our members for the long term. The company’s transformation continues at pace, with a laser focus on member retention and growth, doubling down on our real estate portfolio optimization efforts, and maintaining a disciplined approach to reducing operating costs.”

Space-as-a-Service:

• As of June 30, 2023, WeWork’s systemwide real estate portfolio consisted of 777 locations across 39 countries, supporting approximately 906,000 workstations and 653,000 physical memberships, equating to physical occupancy of 72%, and a decrease in physical memberships of 1% year-over-year.

• As of June 30, 2023, WeWork’s consolidated real estate portfolio consisted of 610 locations across 33 countries, which supported approximately 715,000 workstations and 512,000 physical memberships, equating to physical occupancy of 72%, and a decrease in physical memberships of 3% year-over-year.

• Average revenue per physical member was $502 in the second quarter of 2023, an increase of 4% from the second quarter 2022.

WeWork Access:

All Access consolidated memberships were approximately 75,000 in the second quarter of 2023, an increase of 21% year-over-year.

Liquidity

On May 5, 2023, the Company closed on its previously announced debt exchange and restructuring transactions. As of June 30, 2023, the Company had $680 million of liquidity, consisting of $205 million of cash and $475 million of capacity under its delayed draw, first lien notes, of which $175 million were drawn in July 2023.

In addition, as disclosed in WeWork’s Quarterly Report for the three and six months ended June 30, 2023 (the “Second Quarter 10-Q”), as a result of the Company’s losses and projected cash needs, combined with increased member churn and current liquidity levels, substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is contingent upon successful execution of management’s plan to improve liquidity and profitability over the next 12 months, which includes, without limitation:

• Reducing rent and tenancy costs via restructuring actions and negotiation of more favorable lease terms;

• Increasing revenue by reducing member churn and increasing new sales;

• Controlling expenses and limiting capital expenditures; and

• Seeking additional capital via issuance of debt or equity securities or asset sales.

Earnings Conference Call:

WeWork management will host an earnings conference call at 8:00 a.m. EDT on August 9, 2023. Earnings call details will be available on WeWork’s Investor Relations website at investors.wework.com. Questions must be submitted in advance to [email protected]. Please visit the Investors section of the Company’s website at investors.wework.com for event information.

Source: We Work

Category: Investor Relations, Earnings

About WeWork

WeWork Inc. (NYSE: WE) was founded in 2010 with the vision to create environments where people and companies come together and do their best work. Since then, we’ve become the leading global flexible space provider committed to delivering technology-driven turnkey solutions, flexible spaces, and community experiences. For more information about WeWork, please visit us at wework.com.

Forward-Looking Statements

Certain statements made in this press release may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “pipeline,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Although WeWork believes the expectations reflected in any forward-looking statement are based on reasonable assumptions, it can give no assurance that its expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and other factors. Such factors include, but are not limited to, WeWork’s ability to implement its business plan; WeWork’s ability to refinance, extend, restructure or repay outstanding debt; its outstanding indebtedness; its liquidity needs to operate its business and execute its strategy, and related use of cash; its ability to raise capital through equity issuances, asset sales or the incurrence of debt; WeWork’s ability to fully execute actions and steps that would be probable of mitigating the existence of substantial doubt regarding its ability to continue as a going concern; retail and credit market conditions; higher cost of capital and borrowing costs; impairments; its current and projected liquidity needs; changes in general economic conditions, including as a result of inflation, the COVID-19 pandemic and the conflict in Ukraine; WeWork’s expectations regarding its exits of underperforming locations, including the timing of any such exits and its ability to retain its members; delays in customers and prospective customers returning to the office and taking occupancy, or changes in the preferences of customers and prospective customers with respect to remote or hybrid working, as a result of the COVID-19 pandemic leading to a parallel delay, or potentially permanent change, in receiving the corresponding revenue; the health of the commercial real estate market; and the impact of foreign exchange rates on WeWork’s financial performance. Forward-looking statements speak only as of the date they are made. WeWork discusses these and other risks and uncertainties in its annual and quarterly periodic reports and other documents filed with the U.S. Securities and Exchange Commission (the “SEC”). WeWork undertakes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise, except as required by law.

Use of Non-GAAP Financial Measures and Other Performance Indicators

This press release includes certain financial measures not presented in accordance with generally accepted accounting principles in the United States (“GAAP”): Adjusted EBITDA and Free Cash Flow. These financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing our financial results. Therefore, these measures should not be considered in isolation or as an alternative to net loss or other measures of profitability, liquidity or performance under GAAP. You should be aware that WeWork’s presentation of these measures may not be comparable to similarly titled measures used by other companies, which may be defined and calculated differently. WeWork believes that these non-GAAP measures of financial results (including on a forward-looking basis) provide useful supplemental information to investors about WeWork. WeWork’s management uses forward-looking non-GAAP measures to evaluate WeWork’s projected financials and operating performance.

Non-GAAP Financial Definitions

Adjusted Earnings Before Interest Expense, Income Tax, Depreciation, and Amortization (“Adjusted EBITDA”)

We supplement our GAAP results by evaluating Adjusted EBITDA, a non-GAAP measure. We define “Adjusted EBITDA” as net loss before income tax (benefit) provision, interest and other (income) expense, net depreciation and amortization, stock-based compensation expense, expense related to stock-based payments for services rendered by consultants, income or expense relating to the changes in fair value of assets and liabilities remeasured to fair value on a recurring basis, expense related to costs associated with mergers, acquisitions, divestitures and capital raising activities, legal, tax and regulatory reserves or settlements, significant legal costs incurred by WeWork in connection with regulatory investigations and litigation regarding WeWork’s 2019 withdrawn initial public offering and the related execution of the SoftBank Transactions, as defined in Note 1 of the Notes to the Consolidated Financial Statements included in our Second Quarter 10-Q, filed with the SEC on August 8, 2023, net of any insurance or other recoveries, significant non-ordinary course asset impairment charges and restructuring and other related (gains)/costs.

Free Cash Flow

We also supplement our GAAP results by evaluating Free Cash Flow, a non-GAAP measure. Free Cash Flow is defined as net cash provided by (used in) operating activities less purchases of property, equipment and capitalized software, each as presented in the Company’s consolidated statements of cash flows and calculated in accordance with GAAP. Free Cash Flow is both a performance measure and a liquidity measure that we believe provides useful information to management and investors about the amount of cash generated by or used in the business. Free Cash Flow is also a key metric used internally by our management to develop internal budgets, forecasts, and performance targets.

(Other key performance indicators (in thousands, except for revenue in millions and percentages)):	June 30, 2023				March 31, 2023				December 31, 2022				September 30, 2022				June 30, 2022
Other key performance indicators:
Consolidated Locations(1)
Membership and service revenues	$	835			$	838			$	834			$	809			$	796
Other revenue		4				5				10				2				14
Consolidated total revenue, excluding Unconsolidated Locations Management fees	$	839			$	843			$	844			$	811			$	810
Workstation Capacity		715				720				731				756				749
Physical Memberships		512				527				547				536				528
All Access and Other Legacy Memberships		75				75				70				67				62
Memberships		587				602				617				603				589
Physical Occupancy Rate		72	%			73	%			75	%			71	%			70	%
Enterprise Physical Membership Percentage		41	%			45	%			46	%			47	%			45	%
Unconsolidated Locations(1)
Membership and service revenues(2)	$	135			$	133			$	129			$	132			$	134
Workstation Capacity		191				184				175				173				172
Physical Memberships		141				137				135				135				133
All Access and Other Virtual Memberships		2				2				1				1				—
Memberships		143				139				136				136				134
Physical Occupancy Rate		74	%			75	%			77	%			78	%			77	%
Systemwide Locations
Membership and service revenues(3)	$	970			$	971			$	963			$	941			$	930
Consolidated other revenue		4				5				10				2				14
Systemwide revenue(3)	$	974			$	976			$	973			$	943			$	944
Workstation Capacity		906				904				906				928				922
Physical Memberships		653				664				682				671				661
All Access and Other Legacy Memberships		77				77				71				68				62
Memberships		730				741				754				739				723
Physical Occupancy Rate		72	%			73	%			75	%			72	%			72	%

(1)	For certain key performance indicators the amounts we present are based on whether the indicator relates to a location for which the revenues and expenses of the location are consolidated within our results of operations (“Consolidated Locations”) or whether the indicator relates to a location for which the revenues and expenses are not consolidated within our results of operations, but for which we are entitled to a management fee for our advisory services (“Unconsolidated Locations”). As of June 30, 2023, our India, China, Israel, South Africa and certain Common Desk locations are our only Unconsolidated Locations.
(2)	Unconsolidated membership and service revenues represents the results of Unconsolidated Locations that typically generate ongoing management fees for the Company at rates ranging from 2.75% to 7.00% of applicable revenue.
(3)	Systemwide Location membership and service revenues represents the results of all locations regardless of ownership.

WEWORK INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
	June 30,				December 31,
(Amounts in millions, except share and per share amounts)		2023				2022
Assets
Current assets:
Cash and cash equivalents	$	205			$	287
Accounts receivable and accrued revenue, net of allowance of $8 as of June 30, 2023 and $13 as of December 31, 2022		118				109
Prepaid expenses		135				138
Other current assets		286				155
Total current assets		744				689
Property and equipment, net		3,860				4,391
Lease right-of-use assets, net		9,275				11,243
Equity method and other investments		49				63
Goodwill and intangible assets, net		735				737
Other assets (including related party amounts of $75 as of June 30, 2023 and $384 as of December 31, 2022)		400				740
Total assets	$	15,063			$	17,863
Liabilities
Current liabilities:
Accounts payable and accrued expenses	$	455			$	526
Members’ service retainers		434				445
Deferred revenue		112				151
Current lease obligations		883				936
Other current liabilities		305				172
Total current liabilities		2,189				2,230
Long-term lease obligations		13,280				15,598
Long-term debt, net (including amounts due to related parties of $458 as of June 30, 2023 and $1,650 as of December 31, 2022)		2,910				3,208
Other liabilities		277				282
Total liabilities		18,656				21,318
Commitments and contingencies
Redeemable noncontrolling interests		(33	)			(20	)
Equity
WeWork Inc. shareholders’ equity (deficit):
Preferred stock; par value $0.0001; 100,000,000 shares authorized, zero issued and outstanding as of June 30, 2023 and December 31, 2022		—				—
Common stock Class A; par value $0.0001; 4,874,958,334 shares authorized, 2,112,965,359 shares issued and 2,110,021,147 shares outstanding as of June 30, 2023, and 1,500,000,000 shares authorized, 711,106,961 shares issued and 708,162,749 shares outstanding as of December 31, 2022		—				—
Common stock Class C; par value $0.0001; 25,041,666 shares authorized, 19,938,089 shares issued and outstanding as of June 30, 2023 and December 31, 2022		—				—
Treasury stock, at cost; 2,944,212 shares held as of June 30, 2023 and December 31, 2022		(29	)			(29	)
Additional paid-in capital		13,004				12,387
Accumulated other comprehensive income (loss)		97				149
Accumulated deficit		(16,790	)			(16,177	)
Total WeWork Inc. shareholders’ deficit		(3,718	)			(3,670	)
Noncontrolling interests		158				235
Total equity		(3,560	)			(3,435	)
Total liabilities and equity	$	15,063			$	17,863

WEWORK INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Amounts in millions, except share and per share amounts)	Three Months Ended June 30,								Six Months Ended June 30,
		2023				2022				2023				2022
Revenue	$	844			$	815			$	1,693			$	1,580
Expenses:
Location operating expenses—cost of revenue (exclusive of depreciation and amortization of $149 and $150 for the three months ended and $290 and $308 for the six months ended June 30, 2023 and 2022, respectively, shown separately below)		725				736				1,449				1,472
Pre-opening location expenses		8				38				15				85
Selling, general and administrative expenses		150				189				305				397
Restructuring and other related (gains) costs		(107	)			(26	)			(165	)			(156	)
Impairment expense/(gain on sale)		263				36				340				127
Depreciation and amortization		156				158				304				329
Total expenses		1,195				1,131				2,248				2,254
Loss from operations		(351	)			(316	)			(555	)			(674	)
Interest and other income (expenses), net:
Interest expense (including related party expenses of $44 and $132 for the three months ended and $124 and $222 for the six months ended June 30, 2023 and 2022, respectively)		(102	)			(159	)			(223	)			(272	)
Foreign currency gain (loss)		20				(157	)			51				(201	)
Other income (expense), net		41				—				33				10
Total interest and other income (expenses), net		(41	)			(316	)			(139	)			(463	)
Pre-tax loss		(392	)			(632	)			(694	)			(1,137	)
Income tax benefit (provision)		(5	)			(3	)			(2	)			(2	)
Net loss		(397	)			(635	)			(696	)			(1,139	)
Net loss attributable to noncontrolling interests:
Redeemable noncontrolling interests — mezzanine		10				15				16				36
Noncontrolling interest — equity		38				43				67				91
Net loss attributable to WeWork Inc.	$	(349	)		$	(577	)		$	(613	)		$	(1,012	)
Net loss per share attributable to Class A common stockholders:
Basic	$	(0.21	)		$	(0.76	)		$	(0.51	)		$	(1.33	)
Diluted	$	(0.21	)		$	(0.76	)		$	(0.51	)		$	(1.33	)
Weighted-average shares used to compute net loss per share attributable to Class A common stockholders, basic and diluted		1,626,430,041				761,552,438				1,199,105,476				760,620,470

WEWORK INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
	Six Months Ended June 30,
(Amounts in millions)		2023				2022
Cash Flows from Operating Activities:
Net loss	$	(696	)		$	(1,139	)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization		304				329
Impairment expense/(gain on sale)		340				127
Stock-based compensation expense		6				26
Non-cash interest expense		57				149
Non-cash debt extinguishment		(35	)			—
Foreign currency (gain) loss		(51	)			201
Other non-cash operating expenses		15				42
Changes in operating assets and liabilities:
Operating lease right-of-use assets		1,895				610
Current and long-term lease obligations		(2,320	)			(798	)
Accounts receivable and accrued revenue		1				14
Other assets		4				(22	)
Accounts payable and accrued expenses		(42	)			(90	)
Deferred revenue		(40	)			2
Other liabilities		32				14
Net cash provided by (used in) operating activities		(530	)			(535	)
Cash Flows from Investing Activities:
Purchases of property, equipment and capitalized software		(116	)			(175	)
Other investing		(5	)			2
Net cash provided by (used in) investing activities		(121	)			(173	)
Cash Flows from Financing Activities:
Proceeds from issuance of debt		1,277				350
Proceeds from issuance of stock		34				—
Repayments of debt		(652	)			(4	)
Debt and equity issuance costs		(48	)			(17	)
Additions to members’ service retainers		178				213
Refunds of members’ service retainers		(191	)			(169	)
Other financing		(4	)			35
Net cash provided by (used in) financing activities		594				408
Effects of exchange rate changes on cash, cash equivalents and restricted cash		(3	)			(3	)
Net increase (decrease) in cash, cash equivalents and restricted cash		(60	)			(303	)
Cash, cash equivalents and restricted cash—Beginning of period		299				935
Cash, cash equivalents and restricted cash—End of period	$	239			$	632

	June 30,
(Amounts in millions)		2023				2022
Cash and cash equivalents	$	205			$	625
Restricted cash – current		29				—
Cash and cash equivalents held for sale		5				—
Restricted cash		—				7
Cash, cash equivalents and restricted cash, including cash held for sale	$	239			$	632

A reconciliation of net loss, the most comparable GAAP measure, to Adjusted EBITDA is set forth below:

	Three Months Ended June 30,								Six Months Ended June 30,
(Amounts in millions)		2023				2022				2023				2022
Net loss(1)	$	(397	)		$	(635	)		$	(696	)		$	(1,139	)
Income tax (benefit) provision(1)		5				3				2				2
Interest and other (income) expenses, net(1)		41				316				139				463
Depreciation and amortization(1)		156				158				304				329
Restructuring and other related (gains) costs(1)		(107	)			(26	)			(165	)			(156	)
Impairment expense/(gain on sale)(1)		263				36				340				127
Stock-based compensation expense(2)		3				13				6				26
Other, net(3)		—				1				5				2
Adjusted EBITDA	$	(36	)		$	(134	)		$	(65	)		$	(346	)

(1)	As presented on our Condensed Consolidated Statements of Operations.
(2)	Represents the non-cash expense of our equity compensation arrangements for employees, directors, and consultants.
(3)	Other, net includes stock-based payments for services rendered by consultants, change in fair value of contingent consideration liabilities, legal, tax and regulatory reserves or settlements, net of any insurance or other recoveries, and expense related to mergers, acquisitions, divestitures and capital raising activities, all as included in selling, general and administrative expenses on the Consolidated Statements of Operations.

A reconciliation of net cash provided by (used in) operating activities, the most comparable GAAP measure, to Free Cash Flow is set forth below:

	Six Months Ended June 30,
(Amounts in millions)		2023				2022
Net cash provided by (used in) operating activities (1)	$	(530	)		$	(535	)
Less: Purchases of property, equipment and capitalized software (1)		(116	)			(175	)
Free Cash Flow	$	(646	)		$	(710	)

(1)	As presented on our Condensed Consolidated Statements of Cash Flows.

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20230808215543/en/

Investors

Kevin Berry

[email protected]

[email protected]

Media

[email protected]

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: Professional Services Other Professional Services Residential Building & Real Estate Commercial Building & Real Estate Finance Construction & Property Consulting

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WeWork Announces Board Updates

NEW YORK–(BUSINESS WIRE)–
WeWork Inc. (NYSE: WE), the leading global flexible space provider, today announced the appointment of Paul Aronzon, Founder of PSA Consulting; Paul Keglevic, former CEO, CFO and CRO of Energy Future Holdings; Elizabeth LaPuma, former Managing Director, Head of Balance Sheet Advisory at UBS, and Henry Miller, a Co-founder and retired Partner of Marblegate Asset Management, LLC, to the WeWork Board of Directors with immediate effect.

“These new director appointments bring a fresh perspective and renewed commitment to the Board and our company,” said David Tolley, Interim Chief Executive Officer of WeWork. “The deep financial expertise and robust business experience that each of our new directors bring to the table will add immense value as we double down on sustainably reducing costs, continuing to grow memberships and revenue, and strengthening our balance sheet.”

Paul Aronzon is a strategic financial consultant with extensive experience including successful exchange and tender offers, rights offerings, mergers & acquisitions, financing transactions and corporate reorganization transactions. He founded PSA Consulting in 2019 where he currently provides financial and business advice and fiduciary services. Mr. Aronzon formerly led law firm Milbank, Tweed, Hadley & McCloy LLP’s Global Financial Restructuring Group and was also the Executive Vice President and Managing Director of Imperial Capital. With over 40 years of experience as an attorney and lead advisor with a wide range of companies across various sectors, Mr. Aronzon is an experienced board member with expertise in helping advise companies exploring strategic options to strengthen their performance and balance sheet.

Paul Keglevic previously served as Chief Executive Officer of electric utility company Energy Future Holdings, having also held a number of roles at the company including Chief Financial Officer and Chief Risk Officer. Prior to that, Mr. Keglevic served as an audit partner at PricewaterhouseCoopers LLP (PwC), where he was a member of the U.S. leadership team responsible for their industry program, and in various roles at Arthur Andersen LLP, including as lead of the utilities practice, before joining PwC. Mr. Keglevic is a NACD (National Association of Corporate Directors) certified director with deep expertise in finance and accounting, risk management, regulatory, and operational improvement. He currently sits on the boards of NYSE-listed utility company Evergy and healthcare company Envision, in addition to having served as an independent board member across a wide range of other companies and sectors.

Elizabeth LaPuma has advised on landmark transactions across industries and around the globe for over 20 years and in matters totaling trillions of dollars in value. Ms. LaPuma was most recently the Head of UBS’s Balance Sheet Advisory Group, serving as a Managing Director. She previously ran Alvarez & Marsal Asset Management Services Group’s practice, managing a portfolio of assets including a $2.5bn portfolio of debt and equity investments and approximately another $3.0bn of international assets, and has held roles in BlackRock’s Financial Markets Advisory Group and at Lazard Ltd. Ms. LaPuma has extensive board experience having served on boards across a wide variety of industries including Enterra Solutions, a private AI company; Round Hill Capital Group, a real estate investment firm; Surgalign, a public healthcare company; and private equity firm Ventura Capital.

Henry Miller was a Co-founder Marblegate Asset Management, LLC, where he also previously served as Chairman. Prior to that, he co-founded Miller Buckfire & Co., LLC, and served as Chairman, Managing Director and Chief Executive Officer. Prior to this, Mr. Miller was Vice Chairman and Managing Director at Dresdner Kleinwort Wasserstein and its predecessor company Wasserstein Perella & Co. He was also a Managing Director and Head of both the Restructuring Group and Transportation Industry Group of Salomon Brothers Inc., and a Managing Director and Co-Head of Investment Banking at Prudential Securities. Mr. Miller currently serves on the board of advisors of Marblegate Asset Management, LLC and previously served on the boards of American International Group, Inc., Interpublic Group of Companies, Inc. and Ally Financial Inc. He also serves on the Board of Trustees of Fordham University.

Daniel Hurwitz, Vivek Ranadivé and Véronique Laury have stepped down from the Board.

The Board is continuing its search for additional independent directors as well as a permanent Chief Executive Officer.

About WeWork

WeWork (NYSE: WE) was founded in 2010 with the vision to create environments where people and companies come together and do their best work. Since then, we’ve become the leading global flexible space provider committed to delivering technology-driven turnkey solutions, flexible spaces, and community experiences. For more information about WeWork, please visit us at wework.com.

Category: Investor Relations

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KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Finance Professional Services Other Professional Services Commercial Building & Real Estate Construction & Property

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Bain Capital Specialty Finance, Inc. Announces June 30, 2023 Financial Results and Declares Third Quarter 2023 Dividend of $0.42 per Share

BOSTON–(BUSINESS WIRE)–
Bain Capital Specialty Finance, Inc. (NYSE: BCSF, the “Company”, “our” or “we”) today announced financial results for the second quarter ended June 30, 2023, and that its Board of Directors has declared a dividend of $0.42 per share for the third quarter of 2023.

“Our net investment income increased 20% quarter-over-quarter driven by the continued benefits of higher interest rates across our well-diversified portfolio of largely senior secured, floating rate loans,” said Michael Ewald, Chief Executive Officer of BCSF. “As a result of the Company’s strong earnings and the continued stable credit performance across our high-quality portfolio, we are raising our regular quarterly dividend by 10.5% to $0.42 per share, which represents the third increase for our shareholders in the past twelve months.”

QUARTERLY HIGHLIGHTS

• Net investment income (NII) per share was $0.60, equating to an annualized NII yield on book value of 13.9%⁽¹⁾;

• Net income per share was $0.45, equating to an annualized return on book value of 10.4%⁽¹⁾;

• Net asset value per share as of June 30, 2023 was $17.44, as compared to $17.37 as of March 31, 2023;

• Gross and net investment fundings were $197.5 million and $(30.3) million, respectively; Ending net debt-to-equity was 1.13x, as compared to 1.16x as of March 31, 2023⁽²⁾; and

• Subsequent to quarter-end, the Company’s Board of Directors increased its regular quarterly dividend by $0.04 per share to $0.42 per share for the third quarter of 2023 payable to stockholders of record as of September 29, 2023⁽³⁾.

SELECTED FINANCIAL HIGHLIGHTS

($ in millions, unless otherwise noted)		Q2 2023	Q1 2023
Net investment income per share		$0.60	$0.50
Net investment income		$38.9	$32.2
Earnings per share		$0.45	$0.45
Dividends per share declared and payable		$0.38	$0.38
($ in millions, unless otherwise noted)	As of June 30, 2023		As of March 31, 2023
Total fair value of investments		$2,385.3	$2,415.4
Total assets		$2,675.4	$2,606.4
Total net assets		$1,125.8	$1,121.1
Net asset value per share		$17.44	$17.37

PORTFOLIO AND INVESTMENT ACTIVITY

For the three months ended June 30, 2023, the Company invested $197.5 million in 46 portfolio companies, including $119.8 million in six new companies, $47.7 million in 39 existing companies and $30.0 million in Senior Loan Program, LLC (“SLP”). The Company had $227.8 million of principal repayments and sales in the quarter, resulting in net investment fundings of $(30.3) million.

Investment Activity for the Quarter Ended June 30, 2023:

($ in millions)	Q2 2023	Q1 2023
Investment Fundings	$197.5	$308.0
Sales and Repayments	$227.8	$285.4
Net Investment Activity	$(30.3)	$22.6

As of June 30, 2023, the Company’s investment portfolio had a fair value of $2,385.3 million, comprised of investments in 142 portfolio companies operating across 30 different industries.

Investment Portfolio at Fair Value as of June 30, 2023:

Investment Type	$ in Millions	% of Total
First Lien Senior Secured Loans	$1,532.4	64.2%
Second Lien Senior Secured Loans	85.8	3.6
Subordinated Debt	44.5	1.9
Structured Products	23.2	1.0
Preferred Equity	99.6	4.2
Equity Interests	229.7	9.6
Warrants	0.5	0.0
Investment Vehicles	369.6	15.5
Subordinated Note in ISLP	187.0	7.8
Equity Interest in ISLP	65.8	2.8
Subordinated Note in SLP	116.0	4.9
Preferred and Equity Interest in SLP	0.8	0.0
Total	$2,385.3	100.0%

As of June 30, 2023, the weighted average yield on the investment portfolio at amortized cost and fair value were 12.8% and 13.0%, respectively, as compared to 12.3% and 12.5%, respectively, as of March 31, 2023.⁽⁴⁾ 94.1% of the Company’s debt investments at fair value were in floating rate securities.

As of June 30, 2023, two portfolio companies were on non-accrual status, representing 2.1% and 0.0% of the total investment portfolio at amortized cost and fair value, respectively.

As of June 30, 2023, ISLP’s investment portfolio had an aggregate fair value of $686.6 million, comprised of investments in 39 portfolio companies operating across 19 different industries. The investment portfolio on a fair value basis was comprised of 93.7% first lien senior secured loans, 3.0% second lien senior secured loans and 3.3% equity interests. 100% of ISLP’s debt investments at fair value were in floating rate securities.

As of June 30, 2023, SLP’s investment portfolio had an aggregate fair value of $830.1 million, comprised of investments in 60 portfolio companies operating across 25 different industries.⁽⁵⁾ The investment portfolio on a fair value basis was comprised of 97.4% first lien senior secured loans and 2.6% second lien senior secured loans. 98.9% of SLP’s debt investments at fair value were in floating rate securities.

RESULTS OF OPERATIONS

For the three months ended June 30, 2023 and March 31, 2023, total investment income was $75.7 million and $74.7 million, respectively. The increase in investment income was primarily due to an increase in interest income as a result of higher base rates, partially offset by lower other income.

Total expenses (before taxes) for the three months ended June 30, 2023 and March 31, 2023 were $35.7 million and $42.0 million, respectively.

Net investment income for the three months ended June 30, 2023 and March 31, 2023 was $38.9 million or $0.60 per share and $32.2 million or $0.50 per share, respectively.

During the three months ended June 30, 2023, the Company had net realized and unrealized gains (losses) of $(9.7) million.

Net increase in net assets resulting from operations for the three months ended June 30, 2023 was $29.2 million, or $0.45 per share.

CAPITAL AND LIQUIDITY

As of June 30, 2023, the Company had total principal debt outstanding of $1,498.5 million, including $546.0 million outstanding in the Company’s Sumitomo Credit Facility, $352.5 million outstanding of the debt issued through BCC Middle Market CLO 2019-1 LLC, $300.0 million outstanding in the Company’s senior unsecured notes due March 2026 and $300.0 million outstanding in the Company’s senior unsecured notes due October 2026.

For the three months ended June 30, 2023, the weighted average interest rate on debt outstanding was 5.2%, as compared to 5.0% for the three months ended March 31, 2023.

As of June 30, 2023, the Company had cash and cash equivalents (including foreign cash) of $92.3 million, restricted cash and cash equivalents of $36.2 million, $95.7 million of unsettled trades, net of receivables and payables of investments, and $104.3 million of capacity under its Sumitomo Credit Facility. As of June 30, 2023, the Company had $276.0 million of undrawn investment commitments.

As of June 30, 2023, the Company’s debt-to-equity and net debt-to-equity ratios were 1.33x and 1.13x, respectively, as compared to 1.26x and 1.16x, respectively, as of March 31, 2023⁽²⁾.

Endnotes

1. Net investment income yields and net income returns are calculated on average net assets, or book value, for the respective periods shown.

2. Net debt-to-equity represents principal debt outstanding less cash and cash equivalents and unsettled trades, net of receivables and payables of investments.

3. The third quarter dividend is payable on October 31, 2023 to holders of record as of September 29, 2023.

4. The weighted average yield is computed as (a) the annual stated interest rate or yield earned on the relevant accruing debt and other income producing securities plus amortization of fees and discounts on the performing debt and other income producing investments, divided by (b) the total relevant investments at amortized cost or fair value. The weighted average yield does not represent the total return to our stockholders.

5. SLP acquired 70% of the member equity interests of the Company’s 2018-1 portfolio (“2018-1”). The Company retained 30% of the 2018-1 membership interests as a non-controlling equity interest.

CONFERENCE CALL INFORMATION

A conference call to discuss the Company’s financial results will be held live at 8:30 a.m. Eastern Time on August 9, 2023. Please visit BCSF’s webcast link located on the Events & Presentations page of the Investor Resources section of BCSF’s website at http://www.baincapitalspecialtyfinance.com for a slide presentation that complements the Earnings Conference Call.

Participants are also invited to access the conference call by dialing one of the following numbers:

• Domestic: 1-888-886-7786

• International: 1-416-764-8658

• Conference ID: 50402553

All participants will need to reference “Bain Capital Specialty Finance – Second Quarter Ended June 30, 2023 Earnings Conference Call” once connected with the operator. All participants are asked to dial in 10-15 minutes prior to the call.

Replay Information:

An archived replay will be available approximately three hours after the conference call concludes through August 16, 2023 via a webcast link located on the Investor Resources section of BCSF’s website, and via the dial-in numbers listed below:

• Domestic: 1-844-512-2921

• International: 1-412-317-6671

• Conference ID: 50402553

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share data)

		As of					As of
		30-Jun-23					31-Dec-22
		(Unaudited)
Assets
Investments at fair value:
Non-controlled/non-affiliate investments (amortized cost of $1,745,841 and $1,846,172, respectively)		$		1,669,079			$		1,774,947
Non-controlled/affiliate investment (amortized cost of $149,376 and $133,808, respectively)				191,995					173,400
Controlled affiliate investment (amortized cost of $520,410 and $439,958, respectively)				524,198					438,630
Cash and cash equivalents				87,727					30,205
Foreign cash (cost of $5,203 and $34,528, respectively)				4,612					29,575
Restricted cash and cash equivalents				36,243					65,950
Collateral on forward currency exchange contracts				7,545					9,612
Deferred financing costs				3,276					3,742
Interest receivable on investments				40,342					34,270
Receivable for sales and paydowns of investments				95,893					18,166
Prepaid Insurance				605					194
Unrealized appreciation on forward currency exchange contracts				55					62
Dividend receivable				13,818					13,681
Total Assets		$		2,675,388			$		2,592,434
Liabilities
Debt (net of unamortized debt issuance costs of $8,893 and $10,197, respectively)		$		1,489,607			$		1,385,303
Interest payable				15,897					12,130
Payable for investments purchased				233					34,292
Base management fee payable				9,116					8,906
Incentive fee payable				4,008					9,216
Unrealized depreciation on forward currency exchange contracts				1,308					—
Accounts payable and accrued expenses				4,906					2,954
Distributions payable				24,534					23,242
Total Liabilities				1,549,609					1,476,043
Commitments and Contingencies (See Note 10)
Net Assets
Common stock, par value $0.001 per share, 100,000,000,000 and 100,000,000,000 shares authorized, 64,562,265 and 64,562,265 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively				65					65
Paid in capital in excess of par value				1,168,384					1,168,384
Total distributable loss				(42,670)					(52,058)
Total Net Assets				1,125,779					1,116,391
Total Liabilities and Total Net Assets		$		2,675,388			$		2,592,434
Net asset value per share		$		17.44			$		17.29

See Notes to Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Operations

(in thousands, except share and per share data)

(Unaudited)

		For the Three Months Ended June 30					For the Three Months Ended June 30
		2023					2022
Income
Investment income from non-controlled/non-affiliate investments:
Interest from investments		$		47,101			$		29,769
Dividend income				61					—
PIK income				6,249					2,375
Other income				1,922					7,690
Total investment income from non-controlled/non-affiliate investments				55,333					39,834
Investment income from non-controlled/affiliate investments:
Interest from investments				2,525					1,901
Dividend income				1,630					1,851
PIK income				628					45
Total investment income from non-controlled/affiliate investments				4,783					3,797
Investment income from controlled affiliate investments:
Interest from investments				8,562					4,214
Dividend income				7,037					4,519
Total investment income from controlled affiliate investments				15,599					8,733
Total investment income				75,715					52,364
Expenses
Interest and debt financing expenses				20,459					11,027
Base management fee				9,116					8,451
Incentive fee				4,008					4,069
Professional fees				451					446
Directors fees				179					179
Other general and administrative expenses				1,493					1,477
Total expenses, net of fee waivers				35,706					25,649
Net investment income before taxes				40,009					26,715
Income tax expense, including excise tax				1,097					—
Net investment income				38,912					26,715
Net realized and unrealized gains (losses)
Net realized loss on non-controlled/non-affiliate investments				(229)					(2,576)
Net realized gain (loss) on foreign currency transactions				(321)					3,166
Net realized gain (loss) on forward currency exchange contracts				—					2,018
Net change in unrealized appreciation on foreign currency translation				127					(2,051)
Net change in unrealized appreciation on forward currency exchange contracts				(1,476)					8,124
Net change in unrealized appreciation on non-controlled/non-affiliate investments				(6,925)					(27,206)
Net change in unrealized appreciation on non-controlled/affiliate investments				(432)					9,102
Net change in unrealized appreciation on controlled affiliate investments				(485)					(63)
Total net gains (losses)				(9,741)					(9,486)
Net increase in net assets resulting from operations		$		29,171			$		17,229
Basic and diluted net investment income per common share		$		0.60			$		0.41
Basic and diluted increase in net assets resulting from operations per common share		$		0.45			$		0.27
Basic and diluted weighted average common shares outstanding				64,562,265					64,562,265

About Bain Capital Specialty Finance, Inc.

Bain Capital Specialty Finance, Inc. is an externally managed specialty finance company focused on lending to middle market companies. BCSF is managed by BCSF Advisors, LP, an SEC-registered investment adviser and a subsidiary of Bain Capital Credit, LP. Since commencing investment operations on October 13, 2016, and through June 30, 2023, BCSF has invested approximately $6.8 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits or repayments. BCSF’s investment objective is to generate current income and, to a lesser extent, capital appreciation through direct originations of secured debt, including first lien, first lien/last out, unitranche and second lien debt, investments in strategic joint ventures, equity investments and, to a lesser extent, corporate bonds. BCSF has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended.

Forward-Looking Statements

This letter may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this letter may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the U.S. Securities and Exchange Commission. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this letter.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230808429984/en/

Investor Contact:

Katherine Schneider

Tel. (212) 803-9613

[email protected]

Media Contact:

Charlyn Lusk

Tel. (646) 502-3549

[email protected]

KEYWORDS: Massachusetts United States North America

INDUSTRY KEYWORDS: Finance Consulting Professional Services Other Professional Services Asset Management

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AG Mortgage Investment Trust and Western Asset Mortgage Capital Corporation Announce Definitive Merger Agreement

Combination Would Establish Leading Residential Mortgage REIT With Increased Scale and Operational Efficiencies

Transaction Expected to Drive Earnings Accretion and Long-Term Growth

WMC Stockholders to Receive Cash Consideration as Part of Merger

NEW YORK–(BUSINESS WIRE)–
AG Mortgage Investment Trust, Inc. (NYSE: MITT) (“MITT”), a publicly traded residential mortgage REIT managed by AG REIT Management, LLC, an affiliate of Angelo, Gordon & Co., L.P. (“Angelo Gordon”), a leading $73 billion alternative investment firm, and Western Asset Mortgage Capital Corporation (NYSE: WMC) (“WMC”), today announced that they have entered into a definitive merger agreement, pursuant to which MITT will acquire WMC in a fixed exchange ratio stock/cash transaction. WMC has terminated its previously announced acquisition agreement with Terra Property Trust, Inc. in accordance with the terms of such agreement.

MITT’s common stock closing price on the New York Stock Exchange (the “NYSE”) on August 7, 2023, implies a transaction value of $11.23 per WMC common share, consisting of stock consideration of $10.11 per share and cash consideration of $1.12 per share, representing a 34% premium to WMC’s unaffected closing stock price on the NYSE on July 12, 2023.

“We are very pleased to have reached an agreement to acquire WMC in a combination that presents a compelling, value-maximizing opportunity for both MITT and WMC stockholders,” said T.J. Durkin, President, Chief Executive Officer, and board member of MITT. “We are confident that combining these highly complementary portfolios will help scale our platform, generate greater operational efficiencies, cost synergies, and accretive earnings growth, and benefit all stockholders. We look forward to moving swiftly to complete this transaction.”

James W. Hirschmann III, Chairman of WMC’s Board of Directors, stated, “After careful consideration, the Board, in consultation with its outside legal counsel and financial advisors, unanimously concluded that entering into the merger agreement with MITT is in the best interest of WMC’s stockholders. This combination will allow our stockholders to realize compelling value and we are excited about what our companies can achieve together.”

Bonnie Wongtrakool, Chief Executive Officer of WMC, added, “The merger of MITT and WMC delivers immediate cash value to WMC stockholders as well as allows our stockholders to continue to participate in the upside of the combined company. With the support of Angelo Gordon’s deep credit expertise, resources, and proven track record, we believe MITT is well-positioned to drive long-term value for the combined company in the residential mortgage market. We are committed to working closely with the MITT team to quickly complete the acquisition and deliver substantial value for our stockholders.”

Compelling Strategic Rationale for MITT and WMC Stockholders

The merger of MITT and WMC is expected to create numerous operational and financial benefits, including:

• Cash Consideration for Stockholders: WMC stockholders will receive a portion of the merger consideration in cash, consisting of a payment from Angelo Gordon, MITT’s external manager, equal to the lesser of $7.0 million and approximately 9.99% of the aggregate per share merger consideration, or $6.9 million in total as of August 7, 2023. Any difference between $7.0 million and the 9.99% will be used to benefit the combined company post-closing by offsetting reimbursable expenses that would otherwise be payable to MITT’s external manager.

• Strong Financial Rationale: Expected accretion to earnings within one year of closing and provide the combined company with an attractive growth profile. The combined company will have a reduced G&A expense ratio and an optimized capital structure, with MITT’s preferred equity reduced to 42% (down from 49%).

• Increased Financial Strength and Flexibility: Strong support and resources from MITT’s external manager, Angelo Gordon, a leading alternative investment firm with $73 billion of assets under management, which includes access to Angelo Gordon’s proprietary, best-in-class securitization platform. The combined company is also expected to benefit from an expanded investor base and enhanced trading liquidity and volume. Notably, for the first year following close, Angelo Gordon will waive $2.4 million of management fees.

• Compelling Strategic Fit: Strategically aligned investment strategies focused on securitizing residential mortgage loans brings the combined company’s investment portfolio to $5.7 billion, consisting of approximately 86% of Non-Agency residential mortgage loans, 5% of Agency RMBS, and 6% of other residential investments. WMC’s legacy commercial investments will only represent approximately 3% of the total investment portfolio on a pro forma basis.

• Enhanced Operational Efficiencies: Significant operating efficiencies of approximately $5-7 million on an annual basis are expected to be realized in the transaction, which is before taking into account the effective resetting of WMC’s management fee and MITT’s external manager waiving $2.4 million in management fees.

Transaction Overview

Each share of WMC common stock will be converted at closing into the right to receive 1.5 shares of MITT common stock for a total of 9.2 million shares, pursuant to a fixed exchange ratio, subject to adjustment based on the companies’ respective transaction expenses,¹ and a cash payment from Angelo Gordon equal to approximately 9.99% of the aggregate per share merger consideration (not to exceed $7 million in total). Upon the closing of the transaction, MITT stockholders are expected to own approximately 69% of the combined company’s stock, while WMC stockholders are expected to own approximately 31% of the combined company’s stock.

Upon completion of the merger, MITT’s President and Chief Executive Officer, T.J. Durkin, will serve as Chief Executive Officer of the combined company, which will continue to operate as “AG Mortgage Investment Trust, Inc.” and be managed by AG REIT Management, LLC, an affiliate of Angelo Gordon. MITT’s Board of Directors will be increased from six to eight directors to include two WMC-designated directors. The combined company will be headquartered in New York and will continue to trade on the NYSE under MITT’s current ticker symbol.

Additional information on the transaction and the anticipated benefits to MITT and WMC stockholders can be found in MITT’s investor deck relating to the transaction posted on MITT’s website. The investor deck is also being furnished by MITT in a Current Report on Form 8-K being filed by MITT with the Securities and Exchange Commission (the “SEC”) on the date hereof.

_____________________

¹ Exchange ratio is based on 6.150 million outstanding shares of WMC common stock on a fully-diluted basis as of June 30, 2023.

Timing and Approvals

The transaction has been unanimously approved by the Boards of Directors of MITT and WMC and external managers of MITT and WMC. The transaction is expected to close in the fourth quarter of 2023, subject to the respective approvals by the stockholders of MITT and WMC and other customary closing conditions set forth in the merger agreement.

Advisors

Piper Sandler & Co. is acting as exclusive financial advisor and Hunton Andrews Kurth LLP is acting as legal counsel to MITT. BTIG, LLC and JMP Securities, a Citizens Company, are acting as financial advisors, and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to WMC.

About AG Mortgage Investment Trust, Inc.

AG Mortgage Investment Trust, Inc. is a residential mortgage REIT with a focus on investing in a diversified risk-adjusted portfolio of residential mortgage-related assets in the U.S. mortgage market. AG Mortgage Investment Trust, Inc. is externally managed and advised by AG REIT Management, LLC, a subsidiary of Angelo, Gordon & Co., L.P., a leading alternative investment firm focusing on credit and real estate strategies.

Additional information can be found on MITT’s website at www.agmit.com.

About Angelo, Gordon & Co., L.P.

Angelo, Gordon & Co., L.P. is a leading alternative investment firm founded in November 1988. The firm currently manages approximately $73 billion* with a primary focus on credit and real estate strategies. Angelo Gordon has over 650 employees, including more than 200 investment professionals, and is headquartered in New York, with associated offices elsewhere in the U.S., Europe and Asia. For more information, visit www.angelogordon.com.

*Angelo Gordon’s (the “firm”) currently stated assets under management (“AUM”) of approximately $73 billion as of December 31, 2022 reflects fund-level asset-related leverage. Prior to May 15, 2023, the firm calculated its AUM as net assets under management excluding leverage, which resulted in firm AUM of approximately $53 billion as of December 31, 2022. The difference reflects a change in the firm’s AUM calculation methodology and not any material change to the firm’s investment advisory business. For a description of the factors the firm considers when calculating AUM, please see the disclosure at www.angelogordon.com/disclaimers/.

About Western Asset Mortgage Capital Corporation

WMC is a real estate investment trust that invests in, finances, and manages a diverse portfolio of assets consisting of Residential Whole Loans, Non-Agency RMBS, and to a lesser extent GSE Risk Transfer Securities, Commercial Loans, Non-Agency CMBS, Agency RMBS, Agency CMBS, and ABS. WMC is externally managed and advised by Western Asset Management Company, LLC, an investment advisor registered with the Securities and Exchange Commission and a wholly-owned subsidiary of Franklin Resources, Inc.

Additional Information

This communication relates to the proposed merger (the “Merger”) pursuant to the terms of a definitive agreement and plan of merger (the “Merger Agreement”). In connection with the proposed Merger, MITT expects to file with the SEC a registration statement on Form S-4 that will include a prospectus of MITT and a joint proxy statement of MITT and WMC. MITT and WMC also expect to file with the SEC other documents regarding the Merger. The Merger will be submitted to the stockholders of MITT and WMC for their consideration. The definitive joint proxy statement/prospectus will be sent to the stockholders of MITT and WMC, and will contain important information about MITT, WMC, the proposed Merger and related matters. This communication is not a substitute for any proxy statement, registration statement, tender or exchange offer statement, prospectus or other document MITT or WMC may file with the SEC in connection with the proposed Merger and related matters. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED BY MITT AND WMC WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MITT, WMC AND THE PROPOSED MERGER. Investors and security holders may obtain copies of these documents free of charge (if and when they become available) through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by MITT with the SEC are also available free of charge on MITT’s website at www.agmit.com. Copies of the documents filed by WMC with the SEC are also available free of charge on WMC’s website at www.westernassetmcc.com.

Participants in the Solicitation Relating to the Merger

MITT, WMC and certain of their respective directors and executive officers and certain other affiliates of MITT and WMC may be deemed to be participants in the solicitation of proxies from the common stockholders of WMC and MITT in respect of the proposed Merger. Information regarding WMC and its directors and executive officers and their ownership of common stock of WMC can be found in WMC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 13, 2023, and in its definitive proxy statement relating to its 2023 annual meeting of stockholders, filed with the SEC on May 2, 2023. Information regarding MITT and its directors and executive officers and their ownership of common stock of MITT can be found in MITT’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 27, 2023, and in its definitive proxy statement relating to its 2023 annual meeting of stockholders, filed with the SEC on March 22, 2023. Additional information regarding the interests of such participants in the Merger will be included in the proxy statement/prospectus and other relevant documents relating to the proposed Merger when they are filed with the SEC. These documents are available free of charge on the SEC’s website and from MITT or WMC, as applicable, using the sources indicated above.

No Offer or Solicitation

This communication and the information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, as amended (the “Securities Act”). This communication may be deemed to be solicitation material in respect of the proposed Merger.

Forward-Looking Statements

This communication contains certain “forward-looking” statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, as amended. MITT and WMC intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with the safe harbor provisions. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “should,” “may,” “projects,” “could,” “estimates” or variations of such words and other similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature, but not all forward-looking statements include such identifying words. Forward-looking statements regarding MITT and WMC include, but are not limited to, statements related to the proposed Merger, including the anticipated timing, benefits and financial and operational impact thereof; other statements of management’s belief, intentions or goals; and other statements that are not historical facts. These forward-looking statements are based on each of the companies’ current plans, objectives, estimates, expectations and intentions and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties associated with: MITT’s and WMC’s ability to complete the proposed Merger on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary stockholder approval from WMC’s and MITT’s respective stockholders and satisfaction of other closing conditions to consummate the proposed Merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; risks related to diverting the attention of MITT and WMC management from ongoing business operations; failure to realize the expected benefits of the proposed Merger; significant transaction costs and/or unknown or inestimable liabilities; the risk of stockholder litigation in connection with the proposed Merger, including resulting expense or delay; the risk that MITT’s and WMC’s respective businesses will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; and effects relating to the announcement of the proposed Merger or any further announcements or the consummation of the proposed Merger on the market price of MITT’s or WMC’s common stock. Additional risks and uncertainties related to MITT’s and WMC’s business are included under the headings “Forward-Looking Statements” and “Risk Factors” in MITT’s and WMC’s Annual Report on Form 10-K for the year ended December 31, 2022, and in other reports and documents filed by either company with the SEC from time to time. Moreover, other risks and uncertainties of which MITT or WMC are not currently aware may also affect each of the companies’ forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. The forward-looking statements made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements, even if they are subsequently made available by MITT or WMC on their respective websites or otherwise. Neither MITT nor WMC undertakes any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made, except as required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230808322347/en/

Investors

AG Mortgage Investment Trust, Inc.

Investor Relations

(212) 692-2110

[email protected]

Western Asset Mortgage Capital Corporation

Larry Clark

Financial Profiles, Inc.

(310) 622-8223

[email protected]

Media

AG Mortgage Investment Trust, Inc.

Jonathan Gasthalter/Amanda Shpiner

Gasthalter & Co.

(212) 257-4170

Western Asset Mortgage Capital Corporation

Tricia Ross

Financial Profiles, Inc.

(310) 622-8226

[email protected]

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Construction & Property Professional Services REIT Finance

MEDIA:

Posted on August 9, 2023 5:27 am

Q3 2023 Insurance Labor Market Study Results to be Revealed in Webinar

Q3 2023 Insurance Labor Market Study Results to be Revealed in Webinar

CHICAGO–(BUSINESS WIRE)–
The results of the Q3 2023 Insurance Labor Market Study will be shared in a complimentary webinar presentation at 1 p.m. CDT on August 17, 2023. The semi-annual study was conducted by The Jacobson Group, the leading provider of talent to the insurance industry, and Aon plc (NYSE: AON), a leading global professional services firm.

The survey ran from July 10 through August 6, and surveyed insurance carriers across all industry sectors on hiring and revenue plans for the coming year. During the webinar presentation, Gregory P. Jacobson, co-chief executive officer of The Jacobson Group, and Jeff Rieder, partner, head of Aon’s Ward Benchmarking, will share key findings and provide their insights on industry labor market trends and staffing expectations moving into 2024.

“As the marketplace shifts, insurers are continuing to adjust their talent strategies,” said Jacobson. “The study’s results will arm leaders with valuable information and benchmarks to most effectively navigate today’s talent complexities.”

“Insurers have been challenged with higher employee attrition since the COVID-19 pandemic,” said Rieder. “This has placed greater emphasis on hiring replacements to be better equipped to navigate volatility and make better business decisions, in order to build a more resilient workforce.”

The webinar is open to all members of the insurance community. To register, follow this link: https://jcbsn.gr/2023q3-webinar.

About The Jacobson Group:

The Jacobson Group is the leading provider of talent to the insurance industry. For more than 50 years, Jacobson has been connecting insurance organizations with professionals at all levels across all industry verticals. Jacobson provides insurance talent solutions to support virtually any human capital need. We offer executive search services and comprehensive staffing solutions, including professional recruiting, temporary staffing and interim experts.

Follow The Jacobson Group on LinkedIn, Twitter and Facebook.

About Aon:

Aon plc (NYSE: AON) exists to shape decisions for the better — to protect and enrich the lives of people around the world. Our colleagues provide our clients in over 120 countries and sovereignties with advice and solutions that give them the clarity and confidence to make better decisions to protect and grow their business.

Follow Aon on LinkedIn, Twitter, Facebook and Instagram.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230808056500/en/

The Jacobson Group

Whitney Stephens, Assistant Vice President, Content

+1 (312) 628-0376

[email protected]

Aon plc

Andrew Wragg

+44 (0) 7595 217168

[email protected]

KEYWORDS: Illinois United States North America

INDUSTRY KEYWORDS: Finance Banking Professional Services Insurance Human Resources

MEDIA:

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Encore Wire Announces Cash Dividend

MCKINNEY, Texas–(BUSINESS WIRE)–
Encore Wire Corporation (NASDAQ Global Select: WIRE) announced today that the Company’s Board of Directors has declared a cash dividend.

Daniel L. Jones, Chairman, President and Chief Executive Officer of Encore Wire Corporation, said, “This two-cent per share dividend will be paid on October 20, 2023 to stockholders of record at the close of business on October 6, 2023. Any future quarterly dividends will be paid subject to earnings and cash flow considerations. We appreciate our stockholders’ commitment to the continued growth of Encore Wire. We will continue to manage the Company for the long-term and strive to protect our strong balance sheet.”

Encore Wire Corporation is a leading manufacturer of a broad range of copper and aluminum electrical wire and cables, supplying power generation and distribution solutions to meet our customers’ needs today and in the future. The Company focuses on maintaining a low-cost of production while providing exceptional customer service, quickly shipping complete orders coast-to-coast. Our products are proudly made in America at our vertically-integrated, single-site, Texas campus.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230808050442/en/

Bret J. Eckert

Executive Vice President

Chief Financial Officer

972-562-9473

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: Other Construction & Property Manufacturing Construction & Property Building Systems Other Manufacturing Steel

MEDIA:

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