DYNEX CAPITAL, INC. (NYSE:DX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
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Entry into a Material Definitive Agreement.
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(the Company), entered into an equity distribution agreement (the
Sales Agreement) with Ladenburg Thalmann Co. Inc. (Ladenburg) and
JonesTrading Institutional Services LLC (each, an Agent, and
collectively, the Agents) to which the Company may offer and sell
up to $50,000,000 of aggregate value of shares of the Companys
8.50% Series A Cumulative Redeemable Preferred Stock, par value
$0.01 per share, and the Companys 7.625% Series B Cumulative
Redeemable Preferred Stock, par value $0.01 per share
(collectively, the Preferred Stock) from time to time through the
Agents, as the Companys agents under the Sales Agreement. Sales
of shares of the Preferred Stock, if any, under the Sales
Agreement may be made in sales 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, the existing trading market of the Preferred
Stock, or sales made to or through a market maker other than on
an exchange, or, subject to a written notice from the Company, by
any other method permitted by law.
shares of the Preferred Stock to either Agent as principal for
its own account at a price agreed upon at the time of sale. If
the Company sells shares of the Preferred Stock to an Agent as
principal, the Company and the Agent will enter into a separate
terms agreement with the applicable Agent.
(2.0%) of the gross sales price per share for any shares of the
Preferred Stock sold by such Agent under the Sales Agreement. The
Sales Agreement contains various representations, warranties and
agreements by the Company and the Agents, conditions to closing,
indemnification rights and obligations of the parties and
termination provisions.
and its affiliates have provided, and in the future both Agents
and their affiliates may provide, investment banking services to
the Company and have received or may receive fees from the
Company for the rendering of such services.
and is qualified in its entirety by reference to the full text of
such agreement, a copy of which is filed herewith as Exhibit
10.29 to this Current Report on Form 8-K and is incorporated
herein by reference. In connection with the filing of the Sales
Agreement, the Company is filing as (i) 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 of Preferred Stock to
be sold under the Sales Agreement and (iii) Exhibit 8.1 to this
Current Report on Form 8-K an opinion of Troutman Sanders LLP
with respect to certain tax matters.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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5.1
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Opinion of Troutman Sanders LLP with respect to the
legality of the shares. |
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8.1
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Opinion of Troutman Sanders LLP with respect to certain
tax matters. |
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10.29
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Equity Distribution Agreement among Dynex Capital,
Inc., Ladenburg Thalmann Co. Inc. and JonesTrading Institutional Services LLC, dated November 21, 2016. |
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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. DYNEX CAPITAL, INC. (NYSE:DX) Recent Trading Information
DYNEX CAPITAL, INC. (NYSE:DX) closed its last trading session up +0.12 at 6.99 with 275,312 shares trading hands.
