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Mortgage Trust (Nasdaq: TRMT)
today announced that it has priced a
public offering of 5,000,000 common shares at a price to the public of
$5.65 per common share. TRMT expects to use a portion of the net
proceeds from this offering to repay the entire amount outstanding under
the credit agreement with its manager (the Manager) as lender (the RMR
Credit Agreement), at which time the RMR Credit Agreement will be
terminated. TRMT also expects to use the remaining net proceeds from
this offering for general business purposes, including reducing
borrowings under TRMT’s master repurchase facility and/or funding its
investment activities. The settlement of this offering is expected to
occur on May 21, 2019. The underwriters have been granted a 30-day
option to purchase up to an additional 750,000 common shares. The
Manager intends to purchase from the underwriters 20% of the common
shares being sold in this offering, which is 1,000,000 common shares (or
1,150,000 common shares if the underwriters exercise their option to
purchase additional common shares in full).

The joint bookrunning managers for this offering are Morgan Stanley,
Citigroup, RBC Capital Markets, UBS Investment Bank, JMP Securities and
J.P. Morgan. The co-managers for this offering are Janney Montgomery
Scott, JonesTrading and Oppenheimer & Co.

This press release is neither an offer to sell nor a solicitation of an
offer to buy shares, nor shall there be any sale of these securities in
any state or jurisdiction in which the offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities
laws of such state or jurisdiction. The prospectus relating to this
offering will be filed with the SEC and copies can be obtained, when
available, by contacting the offices of: Morgan Stanley, Attention:
Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014;
Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717, or by calling (800) 831-9146; RBC Capital
Markets, Attn: Equity Syndicate, Three World Financial Center, 200 Vesey
Street, 8th Floor, New York, NY 10281, telephone: (877) 822-4089; or UBS
Investment Bank, Attention: Prospectus Department, 1285 Avenue of the
Americas, New York, NY, 10019 or by calling (888) 827-7275.

Warning Concerning Forward-Looking Statements

This press release includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and
other securities laws. Also, whenever TRMT uses words such as “believe”,
“expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may”, and
negatives or derivatives of these or similar expressions, TRMT is making
forward-looking statements. These forward-looking statements are based
upon TRMT’s present intent, beliefs or expectations, but forward-looking
statements are not guaranteed to occur and may not occur. Actual results
may differ materially from those contained in or implied by TRMT’s
forward-looking statements as a result of various factors. for example:

  • This press release states that TRMT expects the settlement of the
    common shares to occur on May 21, 2019. In fact, the issuance and
    delivery of the common shares is subject to various conditions and
    contingencies as are customary in underwriting agreements in the
    United States. If these conditions are not satisfied or the specified
    contingencies do not occur, this offering may not close.
  • This press release states that the underwriters have been granted an
    option to purchase up to an additional 750,000 common shares. An
    implication of this statement may be that this option may be exercised
    in whole or in part. In fact, TRMT does not know whether the
    underwriters will exercise this option, or any part of it.

For these reasons, among others, investors are cautioned not to place
undue reliance upon forward-looking statements.

Except as required by law, TRMT does not intend to update or change any
forward-looking statements as a result of new information, future events
or otherwise.

A Maryland Real Estate Investment Trust with transferable shares of
beneficial interest listed on the Nasdaq. No Shareholder, Trustee or
officer is personally liable for any act or obligation of the Trust.


Christopher Ranjitkar
Senior Director, Marketing & Investor
(617) 796-7651