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 January 28, 2019, Dynex Capital, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), between the Company and J.P. Morgan Securities LLC, as underwriter (the “Underwriter”), for the issuance and sale by the Company of 7,000,000 shares of its common stock, par value $0.01 per share (the “Common Stock”). The Underwriter agreed to purchase the Common Stock from the Company at a price of $5.75 per share, resulting in net proceeds of $40.1 million, after deducting the estimated expenses of this offering, to the Company. In addition, the Company granted the Underwriter an option for 30 days to purchase up to an additional 1,050,000 shares of Common Stock. On January 29, 2019, to the terms of the Underwriting Agreement, the Underwriter exercised in full its option to purchase the additional 1,050,000 shares of Common Stock, resulting in total net proceeds of $46.1 million, after deducting the estimated expenses of this offering, to the Company. The Underwriting Agreement includes customary representations, warranties, covenants and closing conditions. It also provides for customary indemnification by each of the Company and certain affiliated entities and the Underwriter against certain liabilities and customary contribution provisions in respect of those liabilities. The transaction contemplated by the Underwriting Agreement is expected to close on January 31, 2019.
The offering and sale of Common Stock were made to a preliminary prospectus supplement and final prospectus supplement related to the Company’s effective shelf registration statement on Form S-3 (File No. 333-222354), each of which has been filed with the Securities and Exchange Commission. A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto and incorporated herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement. The legal opinion of Troutman Sanders LLP relating to the legality of the Common Stock is attached as Exhibit 5.1 hereto and the legal opinion of Troutman Sanders LLP relating to certain tax matters is attached as Exhibit 8.1 hereto.
Item 8.01Other Events.
On January 28, 2019, the Company issued a press release announcing the pricing of the offering. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference into this Item 8.01.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
DYNEX CAPITAL INC Exhibit
EX-1.1 2 exhibit11underwritingagree.htm EXHIBIT 1.1 Exhibit Execution VersionJ.P. MORGAN SECURITIES LLC UNDERWRITING AGREEMENT DYNEX CAPITAL,…
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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.