0000919574-23-004078.txt : 20230713
0000919574-23-004078.hdr.sgml : 20230713
20230713150052
ACCESSION NUMBER: 0000919574-23-004078
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230711
FILED AS OF DATE: 20230713
DATE AS OF CHANGE: 20230713
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BRIGADE CAPITAL MANAGEMENT, LP
CENTRAL INDEX KEY: 0001421306
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35543
FILM NUMBER: 231086585
BUSINESS ADDRESS:
STREET 1: 399 PARK AVENUE
STREET 2: 16TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-745-9717
MAIL ADDRESS:
STREET 1: 399 PARK AVENUE
STREET 2: 16TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
FORMER NAME:
FORMER CONFORMED NAME: BRIGADE CAPITAL MANAGEMENT, LLC
DATE OF NAME CHANGE: 20071214
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brigade Capital Management GP, LLC
CENTRAL INDEX KEY: 0001695885
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35543
FILM NUMBER: 231086583
BUSINESS ADDRESS:
STREET 1: 399 PARK AVENUE
STREET 2: 16TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-745-9717
MAIL ADDRESS:
STREET 1: 399 PARK AVENUE
STREET 2: 16TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MORGAN DONALD E III
CENTRAL INDEX KEY: 0001421308
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35543
FILM NUMBER: 231086584
MAIL ADDRESS:
STREET 1: C/O BRIGADE CAPITAL MANAGEMENT, LLC
STREET 2: 717 FIFTH AVENUE, SUITE 1301
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Western Asset Mortgage Capital Corp
CENTRAL INDEX KEY: 0001465885
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 270298092
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 385 EAST COLORADO BOULEVARD
CITY: PASADENA
STATE: CA
ZIP: 91101
BUSINESS PHONE: 626-844-9400
MAIL ADDRESS:
STREET 1: 385 EAST COLORADO BOULEVARD
CITY: PASADENA
STATE: CA
ZIP: 91101
4
1
ownership.xml
X0407
4
2023-07-11
0
0001465885
Western Asset Mortgage Capital Corp
WMC
0001421306
BRIGADE CAPITAL MANAGEMENT, LP
399 PARK AVENUE
16TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001421308
MORGAN DONALD E III
C/O BRIGADE CAPITAL MANAGEMENT, LP
399 PARK AVENUE, 16TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001695885
Brigade Capital Management GP, LLC
399 PARK AVENUE
16TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0
6.75% Convertible Senior Notes due 2024
33.7952
2023-07-11
4
S
0
3090000
2781000
D
2024-09-15
Common Stock, $0.01 par value
104427
25430000
I
See Footnote
The 6.75% Convertible Senior Notes due 2024 (the "Convertible Notes") bear interest at a rate of 6.75% per annum, with interest payable semiannually. The principal of the Convertible Notes is convertible into shares of the Issuer's Common Stock, $0.01 par value at a conversion rate of approximately 33.7952 shares per $1,000 principal amount of Convertible Notes in accordance with the terms of the Convertible Notes.
The Convertible Notes are exercisable at any time prior to the close of business on the business day immediately preceding June 15, 2024 only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on December 31, 2021 (and only during such calendar quarter), if the last reported sale price of Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 110% of the conversion price on each applicable trading day; (see Footnote (3) continued below)
(ii) during the five business day period after any five consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate on each such trading day; or (iii) upon the occurrence of specified corporate events. On or after June 15, 2024 until the close of business on the second business day immediately preceding the maturity date, holders may convert their Convertible Notes at any time, regardless of the foregoing circumstances.
The reported securities are directly owned by an advisory client of Brigade Capital Management, LP. The reported securities may be deemed beneficially owned by Brigade Capital Management, LP, the investment manager of such advisory client, Brigade Capital Management GP, LLC, the general partner of Brigade Capital Management, LP, and Donald E. Morgan, III, the managing member of Brigade Capital Management GP, LLC, each a Reporting Person. Brigade Capital Management, LP, Brigade Capital Management GP, LLC and Mr. Morgan each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed to be an admission that each Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Brigade Capital Management, LP, /s/ Donald E. Morgan, III, Managing Member of its General Partner
2023-07-13
/s/ Donald E. Morgan, III
2023-07-13
Brigade Capital Management GP, LLC, /s/ Donald E. Morgan, III, Managing Member
2023-07-13