Western Asset Mortgage Capital Corporation Announces Pricing Of Public Offering Of 13,000,000 Shares Of Common Stock

PASADENA, Calif., April 4, 2014 /PRNewswire/ -- Western Asset Mortgage Capital Corporation (NYSE: WMC) (the "Company") today announced that it has priced a public offering of 13,000,000 shares of common stock for total estimated gross proceeds of approximately $193 million.  The Company has also granted the underwriters an option to purchase up to an additional 1,950,000 shares of common stock. The offering is subject to customary closing conditions and is expected to close on April 9, 2014.

Concurrently with the completion of this offering, the Company will issue and sell in a private placement a number of shares of common stock at the public offering price of this offering to Western Asset Management Company, the manager of the Company, that is equal to 5% of the aggregate number of the shares sold in the offering (excluding any shares that would be sold if the underwriters exercise their option to purchase additional shares), subject to a maximum purchase price of $10,000,000.

The Company intends to use the net proceeds of the offering primarily to purchase Agency RMBS (residential mortgage-backed securities), Non-Agency RMBS and CMBS (commercial mortgage-backed securities), focusing primarily on Agency RMBS and for general corporate purposes.

BofA Merrill Lynch, Morgan Stanley, Citigroup, UBS Investment Bank and Barclays are acting as joint book runners for the offering. The  joint book runners propose to offer the shares at the prevailing market prices or otherwise from time to time through the NYSE, the over-the-counter market, negotiated transactions or otherwise.

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. 

A registration statement relating to these securities has been filed and has been declared effective by the Securities and Exchange Commission. The public offering is being made only by means of a preliminary prospectus, copies of which may be obtained by contacting: BofA Merrill Lynch, Attention: Prospectus Department, 222 Broadway, New York, NY 10038, or by email at dg.prospectus_requests@baml.com; Morgan Stanley, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by telephone at (866) 718-1649, or by email at prospectus@morganstanley.com; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (800) 831-9146; UBS Securities LLC, Attention: Prospectus Department, 299 Park Avenue, New York, New York 10171, or by telephone at (888) 827-7275;  Barclays, Prospectus Department, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (888) 603-5847, or by email at Barclaysprospectus@broadridge.com.

ABOUT WESTERN ASSET MORTGAGE CAPITAL CORPORATION

Western Asset Mortgage Capital Corporation is a REIT that invests primarily in Agency RMBS, which are residential mortgage-backed securities for which the principal and interest payments are guaranteed by a U.S. Government agency (such as GNMA) or a U.S. Government-sponsored entity (such as FNMA or FHLMC). The Company also invests in residential mortgage-backed securities that are not guaranteed by a U.S. Government agency or sponsored entity and commercial mortgage-backed securities. In the future, it may opportunistically invest in other asset-backed securities. The Company is externally managed and advised by Western Asset Management Company, an investment advisor registered with the SEC and a wholly-owned subsidiary of Legg Mason, Inc.

FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute "forward-looking statements."  Operating results are subject to numerous conditions, many of which are beyond the control of the Company, including, without limitation, 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, 2013 filed with the Securities and Exchange Commission ("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



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