Invesco Mortgage Capital Inc. (NYSE:IVR) Files An 8-K Entry into a Material Definitive Agreement

Invesco Mortgage Capital Inc. (NYSE:IVR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry Into a Material Definitive Agreement.

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On December18, 2017, Invesco Mortgage Capital Inc., a Maryland corporation (the “Company”), IAS Operating Partnership LP and Invesco Advisers, Inc.entered into an equity distribution agreement (the “Equity Distribution Agreement”) with JMP Securities LLC (the “Placement Agent”) to which the Company may sell up to 17,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), from time to time through the Placement Agent. The Shares will be registered with the Securities and Exchange Commission (the “Commission”) to the Company’s Registration Statement on FormS-3ASR(FileNo.333-210454)(as the same may be amended and/or supplemented, the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”).The Company has filed with the Commission a prospectus supplement, dated December18, 2017, to the prospectus dated March29, 2016 included in the Registration Statement, in connection with the offer and sale of the Shares from time to time in the future.

to the Equity Distribution Agreement, the Shares may be offered and sold through the Placement Agent in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on the New York Stock Exchange, sales made to or through a market maker other than on an exchange, or subject to the terms of a written notice from the Company, in privately negotiated transactions (which may include block trades). Under the Equity Distribution Agreement, the Placement Agent will be entitled to compensation of up to 2.00% of the gross proceeds from the sale of the Shares sold through the Placement Agent from time to time to the terms of the Equity Distribution Agreement. 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.

to General Instruction F to the Commission’s Current Report on Form8-K,a copy of the Equity Distribution Agreement is filed as Exhibit 1.1 to this Current Report on8-K(this “Report”), and the information in the Equity Distribution Agreement is incorporated into this Item 1.01 by this reference.

Item 1.01. Financial Statements and Exhibits.

The following exhibits are filed with this Report to Item601 of the Commission’s Regulation S-K in lieu of filing the otherwise required exhibits to the Registration Statement. This Report is incorporated by reference into the Registration Statement, and, as such, the Company is incorporating by reference the exhibits to this Report to cause them to be incorporated by reference into the Registration Statement as exhibits thereto. By filing this Report and the exhibits hereto, however, the Company does not believe that any of the information set forth herein or in the exhibits hereto represent, individually or in the aggregate, a “fundamental change” (as such term is used in Item512(a)(1)(ii) of the Commission’s Regulation S-K) in the information set forth in, and incorporated by reference into, the Registration Statement.

(d) Exhibits.

Invesco Mortgage Capital Inc. Exhibit
EX-1.1 2 d507386dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Invesco Mortgage Capital Inc. 17,…
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About Invesco Mortgage Capital Inc. (NYSE:IVR)

Invesco Mortgage Capital Inc. is a holding company that conducts its businesses through IAS Operating Partnership L.P. (the Operating Partnership). The Company is focused on investing in, financing and managing residential and commercial mortgage-backed securities (MBS) and mortgage loans. It invests in residential mortgage-backed securities (RMBS) that are guaranteed by the United States Government agency, such as the Government National Mortgage Association (Ginnie Mae) or a federally chartered corporation, such as the Federal National Mortgage Association (Fannie Mae) or the Federal Home Loan Mortgage Corporation (collectively Agency RMBS); RMBS that are not guaranteed by the United States Government agency (non-Agency RMBS); credit risk transfer securities that are unsecured obligations issued by government-sponsored enterprises (GSE CRT); commercial mortgage-backed securities (CMBS); residential and commercial mortgage loans, and other real estate-related financing arrangements.

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