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FIVE OAKS INVESTMENT CORP. (NYSE:OAKS) Files An 8-K Entry into a Material Definitive Agreement

FIVE OAKS INVESTMENT CORP. (NYSE:OAKS) Files An 8-K Entry into a Material Definitive Agreement


Entry into a Material Definitive Agreement.

On June16, 2017, Five Oaks Investment Corp. (the Company) entered
into an Underwriting Agreement (the Underwriting Agreement) with
JMP Securities LLC, as the representative of the several
underwriters named on Schedule I to the Underwriting Agreement
(the Underwriters), relating to the issuance and sale of
4,000,000 shares of the Companys common stock, par value $0.01
per share (Common Stock), for estimated net proceeds, after
giving effect to expected offering expenses, of approximately
$17.2 million. to the Underwriting Agreement, the Company also
granted the Underwriters an option for 30 days to purchase up to
an additional 15%, or 600,000 shares, of Common Stock on the same
terms and conditions. The closing of the offering is expected to
occur on June21, 2017.

The Common Stock will be issued to the Prospectus Supplement
dated June16, 2017 and a related prospectus dated January 17,
2017, which constitute a part of the Companys effective shelf
registration statement (File No.333-215234) that was declared
effective by the Securities and Exchange Commission on January17,

The Underwriting Agreement is filed as Exhibit 1.1 to this
Current Report on Form 8-K (this Report), and the description of
the material terms of the Underwriting Agreement is qualified in
its entirety by reference to such exhibit. For a more detailed
description of the Underwriting Agreement, see the disclosure
under the caption Underwriting contained in the Companys
Prospectus Supplement, dated June16, 2017, which has been filed
with the Securities and Exchange Commission to Rule 424(b) under
the Securities Act of 1933, as amended, which disclosure is
hereby incorporated by reference.

Item7.01 Regulation FD Disclosure.

On June16, 2017, the Company issued a press release announcing
the pricing of a public offering of Common Stock. A copy of the
press release is furnished as Exhibit 99.1 to this Report on Form
8-K and is incorporated herein by reference.

The information disclosed under this Item 7.01, including Exhibit
99.1 hereto, shall not be deemed filed for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the Exchange
Act), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference
in such a filing.

Item8.01 Other Events.

On June 7, 2017, Oak Circle Capital Partners LLC (Oak Circle)
agreed to waive a portion equal to 75 basis points of its 1.5%
management fee on the net proceeds of the offering, if any, for
the next twelve monthly payments after the closing of this
offering, beginning with the payment due on June 30, 2017. The
management fee payable to Oak Circle under our management
agreement is 1.5% of our Stockholder’s Equity, as defined in the
management agreement, less applicable deductions, if any,
including the partial fee waiver described in the preceding

Item9.01 Financial Statements and Exhibits.




1.1 Underwriting Agreement, dated June16, 2017, by and among the
Company, Oak Circle Capital Partners LLC and JMP Securities,
LLC, as representative of the several underwriters
5.1 Opinion of Dentons US LLP regarding legality of securities
being registered (including consent of such firm)
23.1 Consent of Dentons US LLP (Included in Ex. 5.1)
99.1 Press Release of Five Oaks Investment Corp., dated June16,

Five Oaks Investment Corp. is a real estate investment trust. The Company is focused on investing on a leveraged basis in mortgage and other real estate-related assets, particularly residential mortgage loans and mortgage-backed securities (MBS). The Company invests in various assets, such as Agency residential MBS (RMBS); securitizations backed by multi-family mortgage loans, or Multi-Family MBS; residential mortgage loans and other mortgage-related investments, including mortgage servicing rights (MSRs), and Non-Agency RMBS. The Company finances its investments in Agency RMBS, Multi-Family MBS, residential mortgage loans and Non-Agency RMBS primarily through short-term borrowings structured as repurchase agreements. The Company is externally managed and advised by Oak Circle Capital Partners LLC.

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