Item 1.01. Entry into a Material Definitive Agreement.
On June 21, 2021, Angel Oak Mortgage, Inc., a Maryland corporation (the
"Company"), closed (i) the initial public offering (the "initial public
offering") of 7,200,000 shares of the Company's common stock, $0.01 par value
per share (the "Common Stock"), and (ii) the concurrent private placement to
CPPIB Credit Investments Inc. ("CPPIB") of 2,105,263 shares of Common Stock. In
connection with the initial public offering and the formation transactions
described in the Company's Registration Statement on Form S-11 and amendments
thereto (the "Registration Statement"), the Company entered into the following
material agreements and certain other organizational documents, forms of which
were previously described in, and filed as exhibits to, the Registration
Statement:
Underwriting Agreement. On June 16, 2021, the Company, Angel Oak Mortgage
Operating Partnership, LP, a Delaware limited partnership (the "Operating
Partnership"), and Falcons I, LLC, a Delaware limited liability company and the
Company's external manager (the "Manager"), entered into an underwriting
agreement with Wells Fargo Securities, LLC, BofA Securities, Inc., Morgan
Stanley & Co. LLC and UBS Securities LLC, as representatives of the several
underwriters named therein (the "Underwriting Agreement"), to issue and sell
7,200,000 shares of Common Stock, plus up to an additional 1,080,000 shares
issuable upon the exercise of the underwriters' option to purchase additional
shares to cover over allotments, if any. The Underwriting Agreement contains
customary representations, warranties and covenants among the parties. These
representations, warranties and covenants are not representations of factual
information to investors about the Company, the Operating Partnership, the
Manager or their respective subsidiaries, and the sale of Common Stock pursuant
to the Underwriting Agreement is not a representation that there has not been
any change in the condition of the Company, the Operating Partnership or the
Manager. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1
and incorporated herein by reference.
Amended and Restated Limited Partnership Agreement. Angel Oak Mortgage OP GP,
LLC, a Delaware limited liability company and a wholly-owned subsidiary of the
Company, as sole general partner of the Operating Partnership (the "General
Partner"), entered into an amended and restated limited partnership agreement
(the "Partnership Agreement"), effective June 21, 2021. The Company holds all of
the limited partnership interests in the Operating Partnership and indirectly
holds the sole general partnership interest in the Operating Partnership through
the General Partner. Except as otherwise expressly provided in the Partnership
Agreement and subject to the rights of future holders of any class or series of
partnership interests, all management powers over the business and affairs of
the Operating Partnership are exclusively vested in the General Partner, in its
capacity as the sole general partner of the Operating Partnership. Consequently,
the Company, as the sole member of the General Partner, has the full power and
authority to do all things that it deems necessary or desirable to conduct the
business of the Operating Partnership, as set forth in the Partnership
Agreement. A copy of the Partnership Agreement is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
Management Agreement. The Company, the Operating Partnership and the Manager
entered into a management agreement, dated June 21, 2021 (the "Management
Agreement"). Pursuant to the Management Agreement, the Manager will be required
to manage the Company's business affairs in conformity with the investment
guidelines that are approved and monitored by the Company's Board of Directors.
In addition, the Manager will be responsible for the Company's day-to-day
operations and will perform (or cause to be performed) such services and
activities relating to the Company's assets and operations, including the
Company's investments and their financing, as may be necessary or appropriate. A
copy of the Management Agreement is attached hereto as Exhibit 10.2 and
incorporated herein by reference.
Trademark License Agreement. The Company and Angel Oak Companies, LP entered
into a trademark license agreement, dated June 16, 2021 (the "Trademark License
Agreement"), pursuant to which Angel Oak Companies, LP has granted the Company a
non-exclusive, non-transferable, non-sublicensable, royalty-free license to use
the name "Angel Oak Mortgage, Inc." A copy of the Trademark License Agreement is
attached hereto as Exhibit 10.3 and incorporated herein by reference.
Shareholder Rights Agreements. The Company and the Manager entered into a
shareholder rights agreement with NHTV Atlanta Holdings LP (the "MS Entity"),
dated June 21, 2021 (the "MS shareholder rights agreement"). Additionally, the
Company and the Manager entered into a shareholder rights agreement with Xylem
Finance LLC (the "DK Entity"), dated June 21, 2021 (the "DK shareholder rights
agreement" and, together with the MS shareholder rights agreement, the
"shareholder rights agreements"). Each shareholder rights agreement provides the
MS Entity and the DK Entity the right to designate one nominee for election to
the Company's Board of Directors, subject to certain limitations. A copy of the
MS shareholder rights agreement is attached hereto as Exhibit 10.4 and
incorporated herein by reference. A copy of the DK shareholder rights agreement
is attached hereto as Exhibit 10.5 and incorporated herein by reference.
Stockholder's Agreement. The Company and the Manager entered into a
stockholder's agreement with VPIP AO MF LLC (the "Vivaldi Entity"), dated
June 21, 2021 (the "Stockholder's Agreement"), pursuant to which the Vivaldi
Entity has agreed to cause one of the Company's directors that is affiliated
with the Vivaldi Entity to resign from the Company's Board of Directors should
the Vivaldi Entity's beneficial ownership in the Company decline below a
specified level. A copy of the Stockholder's Agreement is attached hereto as
Exhibit 10.6 and incorporated herein by reference.
Registration Rights Agreements. The Company and the Manager entered into a
registration rights agreement, dated June 21, 2021 (the "Manager Registration
Rights Agreement"), with respect to any equity-based awards that the Company may
grant to the Manager in the future under the Company's 2021 Equity Incentive
Plan. A copy of the Manager Registration Rights Agreement is attached hereto as
Exhibit 10.7 and incorporated herein by reference. Additionally, the Company and
investors in Angel Oak Mortgage Fund, LP entered into a registration rights
agreement, dated June 21, 2021 (the "Fund Investor Registration Rights
Agreement"), pursuant to which such investors shall have certain registration
rights with respect to resales of Common Stock as described in the Registration
Statement. A copy of the Fund Investor Registration Rights Agreement is attached
hereto as Exhibit 10.8 and incorporated herein by reference. The Company also
entered into a registration rights agreement with CPPIB, dated June 21, 2021
(the "CPPIB Registration Rights Agreement"), pursuant to which CPPIB shall have
. . .
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Indemnification Agreements. The information set forth under Item 1.01 of this
Current Report on Form 8-K under the sub-heading "Indemnification Agreements" is
incorporated in this Item 5.02 by reference.
2021 Equity Incentive Plan. Effective as of June 21, 2021, the Company adopted
its 2021 Equity Incentive Plan (the "Plan"), attached hereto as Exhibit 10.22
and incorporated herein by reference. The purposes of the Plan are to afford an
incentive to (1) the Company's directors, officers, employees and consultants
and (2) the Manager and the members, directors, trustees, officers and employees
of the Manager or its affiliates and other entities that provide services to the
Company and the employees of such entities, to continue (if applicable) as the
Company's directors, officers, employees and consultants, to continue their
service to the Company, to increase their efforts on the Company's behalf and to
promote the success of the Company's business. The Plan provides for the grant
of incentive stock options, nonstatutory stock options, stock appreciation
rights, restricted stock, restricted stock units, performance awards, LTIP units
and other stock-based awards. The (1) Company's directors, officers, employees
and consultants, and (2) the Manager and the members, directors, trustees,
officers and employees of the Manager or its affiliates and other entities that
provide services to the Company and the employees of such entities are eligible
to receive such awards. Subject to certain adjustments set forth in the Plan,
the number of shares of the Company's Common Stock that are reserved and
available for issuance pursuant to awards granted under the Plan is equal to
2,125,000 shares. 473,684 shares of restricted Common Stock have been issued
under the Plan as of the date hereof.
Executive Severance and Change in Control Plan. Effective as of June 21, 2021,
the Company adopted its Executive Severance and Change in Control Plan (the
"Executive Severance Plan"), attached hereto as Exhibit 10.23 and incorporated
herein by reference. Pursuant to the Executive Severance Plan, Robert Williams,
the Company's Chief Executive Officer and President, and Brandon Filson, the
Company's Chief Financial Officer and Treasurer, will be entitled to severance
benefits upon a qualifying termination of employment as further described in the
Registration Statement.
Board of Directors. Effective immediately prior to the effectiveness of the
Registration Statement on June 16, 2021, Mr. Murtaza Ali resigned from the
Company's Board of Directors. Mr. Ali's resignation was not a result of any
disagreement with the Company or its Board of Directors on any matter relating
to the Company's operations, policies or practices.
On June 16, 2021, Mr. W.D. (Denny) Minami was elected to the Board of Directors
of the Company concurrent with the effectiveness of the Registration Statement.
Mr. Minami serves on the Company's Audit Committee as the committee's
chairperson and on the Affiliated Transactions Committee. There are no
arrangements or understandings between Mr. Minami and any other person pursuant
to which he was selected to serve as a director of the Company.
On June 21, 2021, Mr. Landon Parsons and Ms. Nancy Davis were elected to the
Board of Directors of the Company in connection with the closing of the
Company's initial public offering. Mr. Parsons will serve on the Company's Audit
Committee, Compensation Committee and Nominating and Corporate Governance
Committee. Ms. Davis will serve on the Company's Compensation Committee as its
chairperson and on the Nominating and Corporate Governance Committee. There are
no arrangements or understandings between Mr. Parsons or Ms. Davis and any other
person pursuant to which such director was selected to serve as a director of
the Company.
Biographical information regarding the directors, equity awards made to the
Company's independent directors and the Company's executive officers, a
description of the material terms of the directors' annual compensation and
relationships required to be disclosed pursuant to Item 404(a) of Regulation S-K
have previously been reported by the Company in the Registration Statement.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Articles of Amendment and Restatement. On June 17, 2021, the Company filed with
the State Department of Assessments and Taxation of Maryland its Articles of
Amendment and Restatement, amending and restating the Company's Articles of
Amendment and Restatement filed and dated January 10, 2019. A copy of the
Company's Articles of Amendment and Restatement, which became effective on the
filing date of June 17, 2021, is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.
Second Amended and Restated Bylaws. The Company also adopted its Second Amended
and Restated Bylaws effective June 17, 2021, amending its Amended and Restated
Bylaws. A copy of the Company's Second Amended and Restated Bylaws effective as
of June 17, 2021 is attached hereto as Exhibit 3.2 and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
1.1 Underwriting Agreement, dated June 16, 2021, among Angel Oak
Mortgage, Inc., Angel Oak Mortgage Operating Partnership, LP, and
Falcons I, LLC, on the one hand, and Wells Fargo Securities, LLC, BofA
Securities, Inc., Morgan Stanley & Co. LLC and UBS Securities LLC, as
representatives of the several underwriters named therein, on the
other hand
3.1 Articles of Amendment and Restatement of the Company, dated June 17,
2021
3.2 Second Amended and Restated Bylaws of the Company, effective as of
June 17, 2021
10.1 Amended and Restated Limited Partnership Agreement of Angel Oak
Mortgage Operating Partnership, LP, dated June 21, 2021
10.2 Management Agreement among Angel Oak Mortgage, Inc., Angel Oak
Mortgage Operating Partnership, LP and Falcons I, LLC, dated June 21,
2021
10.3 Trademark License Agreement between Angel Oak Mortgage, Inc. and
Angel Oak Companies, LP, dated June 16, 2021
10.4 Shareholder Rights Agreement among Angel Oak Mortgage, Inc., Falcons
I, LLC and NHTV Atlanta Holdings LP, dated June 21, 2021
10.5 Shareholder Rights Agreement among Angel Oak Mortgage, Inc., Falcons
I, LLC and Xylem Finance LLC, dated June 21, 2021
10.6 Stockholder's Agreement among Angel Oak Mortgage, Inc., Falcons I,
LLC and VPIP AO MF LLC, dated June 21, 2021
10.7 Registration Rights Agreement between Angel Oak Mortgage, Inc. and
Falcons I, LLC, dated June 21, 2021
10.8 Registration Rights Agreement among Angel Oak Mortgage, Inc. and the
partners of Angel Oak Mortgage Fund, LP, dated June 21, 2021
10.9 Registration Rights Agreement between Angel Oak Mortgage, Inc. and
CPPIB Credit Investments Inc., dated June 21, 2021
10.10 Indemnification Agreement between Angel Oak Mortgage, Inc. and
Michael Fierman, dated June 16, 2021
10.11 Indemnification Agreement between Angel Oak Mortgage, Inc. and
Christine Jurinich, dated June 16, 2021
10.12 Indemnification Agreement between Angel Oak Mortgage, Inc. and Craig
Jones, dated June 16, 2021
10.13 Indemnification Agreement between Angel Oak Mortgage, Inc. and
Edward Cummings, dated June 16, 2021
10.14 Indemnification Agreement between Angel Oak Mortgage, Inc. and
Vikram Shankar, dated June 16, 2021
10.15 Indemnification Agreement between Angel Oak Mortgage, Inc. and
Michael Peck, dated June 16, 2021
10.16 Indemnification Agreement between Angel Oak Mortgage, Inc. and W.D.
(Denny) Minami, dated June 16, 2021
10.17 Indemnification Agreement between Angel Oak Mortgage, Inc. and
Landon Parsons, dated June 21, 2021
10.18 Indemnification Agreement between Angel Oak Mortgage, Inc. and Nancy
Davis, dated June 21, 2021
10.19 Indemnification Agreement between Angel Oak Mortgage, Inc. and
Robert Williams, dated June 16, 2021
10.20 Indemnification Agreement between Angel Oak Mortgage, Inc. and
Brandon Filson, dated June 16, 2021
10.21 Indemnification Agreement between Angel Oak Mortgage, Inc. and Dory
Black, dated June 16, 2021
10.22† 2021 Equity Incentive Plan of Angel Oak Mortgage, Inc., effective as
of June 21, 2021
10.23† Angel Oak Mortgage, Inc. Executive Severance and Change in Control
Plan, effective as of June 21, 2021
† Indicates management contract or compensatory plan.
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