TRMT - Tremont Mortgage Trust Announces Proposed Public Offering of 12500000 Common Shares

Tremont Mortgage Trust (Nasdaq: TRMT) today announced that it has commenced a public offering of 12,500,000 of its common shares. 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 a portion of the net proceeds from this offering to reduce borrowings under its master repurchase facility. Any remaining net proceeds will be used for general business purposes, including funding investment activities. It is also contemplated that the underwriters will be granted a 30-day option to purchase up to an additional 1,875,000 common shares. The Manager intends to purchase from the underwriters 20% of the common shares being sold in this offering, which is 2,500,000 common shares (or 2,875,000 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.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission (SEC) but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. 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 preliminary prospectus relating to this offering has been filed with the SEC and copies can be obtained 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 contains statements that constitute 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:

• Although this press release refers to an offering of 12,500,000 common shares, greater or less than 12,500,000 common shares may be sold, or this offering may be withdrawn.
• If TRMT agrees to sell common shares in this offering, the closing of this offering will be 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 be delayed or may not be completed.
• It is contemplated that the underwriters will be granted an option to purchase up to an additional 1,875,000 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 would 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.

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