Orchid Island Capital, Inc. (NYSE:ORC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement
On May10, 2017, Orchid Island Capital, Inc. (the
Company) and Bimini Advisors, LLC
entered into an amended and restated equity distribution
agreement (the Equity Distribution
Agreement) with Ladenburg Thalmann Co. Inc. and
MUFG Securities Americas Inc. (collectively, the
Sales Agents), to which the Company may
offer and sell, from time to time, up to an aggregate amount of
$125,000,000 of shares of the Companys common stock, $0.01 par
value per share (the Shares). This
Agreement amends and restates the prior equity distribution
agreement among the parties dated February23, 2017 that permitted
the Company to sell up to $125,000,000 of shares of the Companys
common stock from time to time in at the market offerings. As of
May10, 2017, shares with a value of approximately $106million
remain available for issuance under the Equity Distribution
Agreement.
to the Equity Distribution Agreement, the Shares may be offered
and sold through the Sales Agents in transactions that are deemed
to be at the market offerings as defined in Rule 415 under the
Securities Act of 1933, as amended, including sales made directly
on the New York Stock Exchange or sales made to or through a
market maker other than on an exchange or in negotiated
transactions. Under the Equity Distribution Agreement, the Sales
Agents will be entitled to compensation of up to 2.0% of the
gross proceeds from the sale of the Shares sold through the Sales
Agents. The Company has no obligation to sell any of the Shares
under the Equity Distribution Agreement and may at any time
suspend solicitations and offers under the Equity Distribution
Agreement.
The Shares will be issued to the Companys Registration Statement
on Form S-3 (File No.333- 217558). The Company
has filed a prospectus supplement, dated May10, 2017, to the
prospectus, dated May9, 2017, with the Securities and Exchange
Commission in connection with the offer and sale of the Shares
from time to time in the future.
The Sales Agents
and their affiliates have provided, and may in the future
provide, investment banking, brokerage and other services to the
Company in the ordinary course of business, and the Company paid,
and expects to pay, customary fees and commissions for their
services, respectively.
The foregoing
description of the Equity Distribution Agreement is not complete
and is qualified in its entirety by reference to the entire
Equity Distribution Agreement, a copy of which is attached hereto
as Exhibit 1.1, and incorporated herein by reference.
In connection with
the filing of the Equity Distribution Agreement, the Company is
filing as Exhibit 5.1 hereto an opinion of its Maryland counsel,
Venable LLP, with respect to the legality of the Shares, and is
filing as Exhibit 8.1 hereto an opinion of its counsel, Vinson
Elkins L.L.P., with respect to tax matters.
Item 8.01.
Other Events.
On May10, 2017,
the Company announced that the Board of Directors of the Company
declared a dividend for the month of May 2017 of $0.14 per share
to be paid on June9, 2017 to holders of record on May31, 2017,
with an ex-dividend date of May26, 2017. In addition, the Company
announced certain details of its MBS portfolio as of April30,
2017, as well as certain other information regarding the Company.
A copy of the Companys press release announcing the dividend and
the other information regarding the Company is attached hereto as
Exhibit 99.1 and incorporated herein by this reference.
Caution
About Forward-Looking Statements.
This Current
Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
and other federal securities laws. These forward looking
statements are based upon the Companys present expectations, but
the Company cannot assure you that actual results will not vary
from the expectations contained in the forward-looking
statements. Investors should not place undue reliance upon
forward looking statements. For further discussion of the factors
that could affect outcomes, please refer to the Risk Factors
section of the Companys Form 10-K for the year ended December31,
2016. All forward-looking statements speak only as of the date on
which they are made. New risks and uncertainties arise over time,
and it is not possible to predict those events or how they may
affect the Company. Except as required by law, the Company is not
obligated to, and does not intend to, update or revise any
forward-looking statements, whether as a result of new
information, future events or otherwise.
Item 9.01.
Financial Statements and Exhibits
(d)
Exhibits
| ExhibitNo. |
Description |
|
| 1.1 |
Amended and Restated Equity Distribution Agreement, dated May10, 2017, by and between the Company, Bimini Advisors, LLC, Ladenburg Thalmann Co. Inc. and MUFG Securities Americas Inc. |
|
| 5.1 |
Opinion of Venable LLP, dated May10, 2017, with respect to the legality of the shares |
|
| 8.1 |
Opinion of Vinson Elkins L.L.P., dated May10, 2017, with respect to tax matters |
|
| 23.1 | Consent of Venable LLP (included in exhibit 5.1) | |
| 23.2 | Consent of Vinson Elkins L.L.P. (included in Exhibit 8.1) | |
| 99.1 | Press Release dated May10, 2017 |
About Orchid Island Capital, Inc. (NYSE:ORC)
Orchid Island Capital, Inc. (Orchid) is a specialty finance company that invests in residential mortgage-backed securities (RMBS). The Company’s business objective is to provide risk-adjusted total returns to its investors over the long term through a combination of capital appreciation and the payment of regular monthly distributions. Its portfolio consists of two categories of Agency RMBS: traditional pass-through Agency RMBS and structured Agency RMBS. Its pass-through securities are the securities secured by residential real property in which payments of both interest and principal on the securities are generally made monthly. The mortgage loans underlying pass-through certificates include fixed-rate mortgages, adjustable-rate mortgages (ARMs) and Hybrid ARMs. Its structured Agency RMBS consists of collateralized mortgage obligations, interest only securities, inverse interest only securities and principal only securities, among other types of structured Agency RMBS. Orchid Island Capital, Inc. (NYSE:ORC) Recent Trading Information
Orchid Island Capital, Inc. (NYSE:ORC) closed its last trading session up +0.08 at 10.42 with 742,847 shares trading hands.
