Angel Oak Mortgage, Inc. (Form: 8-K, Received: 09/30/2022 16:51:29)

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): September 26, 2022

Angel Oak Mortgage, Inc.

(Exact name of registrant as specified in its charter)


Maryland	001-40495	37-1892154
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

3344 Peachtree Road Northeast, Suite 1725, Atlanta, Georgia 30326

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (404) 953-4900

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value per share	AOMR	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Item 1.01 Entry into a Material Definitive Agreement.

On September 26, 2022, Peachtree Mortgage SPV, LLC (the “Subsidiary”), a subsidiary of Angel Oak Mortgage, Inc. (the “Company”), entered into an Amendment to the Master Repurchase Agreement (the “Amendment”) with Barclays Bank PLC (“Barclays”) relating to the Subsidiary’s financing facility with Barclays, which amended the Master Repurchase Agreement dated September 20, 2021, among the Company, the Subsidiary, and Barclays, as further amended on August 23, 2022 by the Omnibus Amendment and Supplemental Agreement the Company, the Subsidiary, and Barclays. Pursuant to the Amendment, the termination date of the financing facility is extended from September 30, 2022 to October 14, 2022.

A copy of the Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description

Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: September 30, 2022									ANGEL OAK MORTGAGE, INC.

									By: /s/ Brandon Filson
									Name: Brandon Filson
									Title: Chief Financial Officer and Treasurer

AMENDMENT TO MASTER REPURCHASE AGREEMENT

This AMENDMENT TO MASTER REPURCHASE AGREEMENT (this “Amendment”) is made as of September 26, 2022, by and between BARCLAYS BANK PLC (“Buyer”) and PEACHTREE MORTGAGE SPV, LLC (“Seller”).

WHEREAS, Buyer and Seller are party to that certain Master Repurchase Agreement, dated as of September 20, 2021 (together with all Annexes attached thereto and as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”);

WHEREAS, Buyer and Seller have agreed to amend the Master Repurchase Agreement as more particularly set forth herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed, as follows:

1.Defined Terms. All capitalized terms not otherwise defined herein shall have the respective meanings assigned thereto in the Master Repurchase Agreement.

2.Amendments to Master Repurchase Agreement. Buyer and Seller hereby agree, effective as of the date set forth above, to the following amendments to the Mater Repurchase Agreement:

a.The definition of “Facility Termination Date” in Annex I.A. to the Master Repurchase Agreement shall be amended and restated in its entirety as follows:

“Facility Termination Date”: October 14, 2022.”

3.Fees and Expenses. Seller agrees to pay to Buyer all reasonable and documented fees and out-of-pocket expenses incurred by Buyer in connection with this Amendment, including all reasonable and documented fees and out-of-pocket costs and expenses of the legal counsel to Buyer incurred in connection with this Amendment.

4.Conditions to Effectiveness of this Amendment. The effectiveness of this Amendment is subject to the following:

a.This Amendment, duly executed and delivered by Seller and Buyer.

b.Seller and Guarantor shall have paid all fees and expenses in connection with this Amendment and all fees and expenses between the Buyer, on the one hand, and the Administrator and its Affiliates and managed funds and accounts, on the other hand.

c.Confirmation that no Event of Default has occurred and is continuing.

5.Limited Effect. Except as amended hereby, the Master Repurchase Agreement shall continue in full force and effect in accordance with its respective terms.

6.Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

7.Counterparts. This Amendment may be executed simultaneously in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, e-mail, .pdf or any other electronic means (e.g. “pdf”, Docusign or “tif”) shall be as effective as delivery of a manually executed original counterpart of this Amendment. The words “delivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in any document executed in connection herewith shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided, that, notwithstanding anything contained herein to the contrary, the parties hereto are under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the parties hereto pursuant to procedures approved by the parties hereto; provided, further, that, without limiting the foregoing, upon the request of either party hereto, any electronic signature shall be promptly followed by such manually executed counterpart.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by their respective officers, thereunto duly authorized, as of the date first above written.


BARCLAYS BANK PLC, as Buyer
By: /s/ Grace Park Name: Grace Park Title: Managing Director

PEACHTREE MORTGAGE SPV, LLC, as Seller By: /s/ Brandon Filson Name: Brandon Filson Title: Chief Financial Officer