DYNEX CAPITAL, INC. (NYSE:DX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On June29, 2018, Dynex Capital, Inc. (the “Company”) entered into a Distribution Agreement (the “Agreement”) with J.P. Morgan Securities LLC and JMP Securities LLC (collectively the “Agents”). to the terms of the Agreement, the Company may issue and sell, from time to time, through the Agents, acting as the Company’s sales agents, or directly to the Agents, acting as principals, up to 10,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”). Sales of the Shares, if any, would be made in transactions that are deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended. The Company will pay the applicable Agent a commission of up to 2.0% of the gross sales price of the Shares sold through it as agent under the Agreement and will reimburse the Agents for certain customary expenses incurred in connection with their services under the Agreement. The Company may also sell Shares to either of the Agents, acting as principal, at a price per Share to be agreed upon at the time of sale. If the Company sells Shares to an Agent a principal, the Company will enter into a separate terms agreement with that Agent.

The Company is not obligated to sell and the Agents are not obligated to buy or sell any Shares under the Agreement. No assurance can be given that the Company will sell any Shares under the Agreement, or, if it does, as to the price or amount of Shares that it sells, or the dates on which such sales will take place. The Shares will be offered to the Company’s shelf registration statement on Form S-3 (File No.333-222354), which became effective on June28, 2018. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any of the Shares.

The foregoing description of certain terms of the Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, which is attached as Exhibit 10.35 hereto and is incorporated by reference herein. In connection with the filing of the Agreement, the Company is filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of Troutman Sanders LLP with respect to the legality of the Shares to be sold under the Agreement.

Item 1.01 Termination of a Material Definitive Agreement.

In connection with the Company’s entry into the Agreement discussed in Item 1.01 above, the Company and JMP Securities LLC agreed to terminate, effective June29, 2018, the Amended and Restated Equity Distribution Agreement between the Company and JMP Securities LLC, dated March31, 2017, as amended by Amendment No.1, dated December27, 2017 (the “Prior Agreement”). Under the Prior Agreement, the Company could offer and sell shares of the Company’s common stock from time to time through JMP Securities LLC, as agent or principal, on substantially similar terms as under the Agreement discussed in Item 1.01 above.

For a description of relationships between the Company and JMP Securities LLC other than in respect of the Prior Agreement, please see Item 1.01 above regarding the Agreement, which is incorporated into this Item 1.01 by reference.

Item 1.01Financial Statements and Exhibits.

(d) Exhibits

DYNEX CAPITAL INC Exhibit
EX-5.1 2 d864667dex51.htm EX-5.1 EX-5.1 Exhibit 5.1   June 29,…
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About DYNEX CAPITAL, INC. (NYSE:DX)

Dynex Capital, Inc. is an internally managed mortgage real estate investment trust, which invests in residential and commercial mortgage securities on a leveraged basis. The Company’s objective is to provide attractive risk-adjusted returns to its shareholders over the long term that is reflective of a leveraged fixed income portfolio with a focus on capital preservation. It seeks to provide returns to its shareholders through regular quarterly dividends and through capital appreciation. It invests in Agency and non-Agency mortgage-backed securities (MBS). MBS consists of residential MBS (RMBS), commercial MBS (CMBS) and CMBS interest-only securities. Agency MBS have a guaranty of principal payment by an agency of the United States Government or a government-sponsored entity (GSE), such as Fannie Mae and Freddie Mac. Its primary source of income is net interest income, which is the excess of the interest income earned on its investments over the cost of financing these investments.