Item 2.01. Completion of Acquisition or Disposition of Assets.
On March 23, 2020, AG Mortgage Investment Trust, Inc. (the “Company”), in an effort to prudently manage its portfolio through unprecedented market volatility and preserve long-term stockholder value, completed the sale of the Company’s portfolio (the “Agency Portfolio”) of residential mortgage-backed securities issued or guaranteed by a U.S. government-sponsored entity (“Agency MBS”). After satisfaction of an aggregate of approximately $880 million of repurchase financing obligations with respect to the Agency Portfolio, the transaction netted the Company approximately $38 million of cash proceeds through T+0 settlement. After giving effect to the sale of the Agency Portfolio, the Company no longer owns any whole pool Agency MBS and as of close of business on March 27, 2020, the Company has approximately $78 million of cash and cash equivalents on hand.
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On March 24, 2020, the Company received written notices from certain affiliates of Royal Bank of Canada (“RBC”) alleging that events of default had occurred with respect to various financing agreements. The Company disputes RBC’s notices of events of default and filed a suit in federal district court in New York describing the wrongful conduct by RBC and seeking both to enjoin RBC from selling the Company’s collateral securities as well as damages. The Company has also received notifications from several additional financing counterparties of alleged events of default under their financing agreements, and of certain of those counterparties’ intentions to accelerate the Company’s and such subsidiaries’ performance obligations under the relevant agreements.
Under the terms of the applicable financing arrangements, if the Company fails to deliver additional collateral or otherwise meet margin calls when due, the financing counterparties may demand immediate payment by the Company of the aggregate outstanding financing obligations owed to such counterparties, and if such financing obligations are not paid, may sell the securities and apply the proceeds to the Company’s financing obligations and/or take ownership of the securities securing the Company’s financing obligations. The Company may also be liable for a shortfall if the proceeds from such sale or value of such securities is less than the relevant financing obligation.
As previously announced, on Monday, March 23, 2020, the Company notified its financing counterparties that it was not in a position to fund the margin calls it received on March 23, 2020, and that the Company did not expect to be in a position to fund the anticipated volume of future margin calls under its financing arrangements in the near term as a result of market disruptions created by the COVID-19 pandemic.
Since March 23, 2020, the Company and several of its subsidiaries have received notifications from several financing counterparties of alleged events of default under their financing agreements, and of certain of those counterparties’ intentions to accelerate the Company’s and such subsidiaries’ performance obligations under the relevant agreements. The Company and its subsidiaries have disputed certain of those notices. However, in the event of a default under one or more of those agreements, financial and other obligations under such agreements, and in some cases the Company’s obligations as a guarantor, may be accelerated and the counterparties may take ownership of the securities pledged to secure the financing obligations by the Company or its subsidiaries. Certain counterparties have informed the Company that they have sold the securities pledged to secure the financing obligations. The Company and its subsidiaries also may be subject to penalties under those agreements and may suffer cross-default claims from its other lenders.
The Company continues to engage in discussions with its financing counterparties with regard to entering into forbearance agreements pursuant to which each counterparty would agree to forbear from exercising its rights and remedies with respect to an event of default under the applicable financing arrangement for an agreed-upon period. The Company cannot predict whether its financing counterparties will enter into a forbearance agreement, the timing of any such agreement, or the terms thereof.