Item 3.02. Unregistered Sales of Equity Securities
On July 1, 2020, Western Asset Mortgage Capital Corporation (the "Company")
issued an aggregate of 1,354,084 shares of its common stock, par value $0.01 per
share (the "Common Stock"), in exchange for $5,000,000 aggregate principal
amount of its 6.75% Convertible Senior Notes due 2022 (the "Notes") pursuant to
separate privately negotiated exchange agreements entered into on July 1, 2020
(collectively, the "Exchange Agreement") between the Company and certain holders
of the Notes. The Company will not receive any cash proceeds as a result of the
Exchange Agreement, and the Notes exchanged pursuant to the Exchange Agreement
will be retired and cancelled.
The Common Stock was issued in reliance upon the exemption set forth in Section
3(a)(9) of the Securities Act of 1933 for securities exchanged by the issuer and
an existing security holder where no commission or other remuneration is paid or
given directly or indirectly by the issuer for soliciting such exchange.
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