Invesco Mortgage Capital Inc. (NYSE:IVR) Files An 8-K Other Events

Invesco Mortgage Capital Inc. (NYSE:IVR) Files An 8-K Other Events
Item 8.01 Other Events.

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On August16, 2017, Invesco Mortgage Capital Inc. (the “Company”) completed an underwritten public offering of 11,500,000 shares of 7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”), which included the issuance of 1,500,000 shares of Series C Preferred Stock to the underwriters’ full exercise of their over-allotment option. The offering of the Series C Preferred Stock was made to an effective shelf registration statement (the “Registration Statement”) filed with the Securities and Exchange Commission on March29, 2016 (Registration No.333-210454), a base prospectus, dated March29, 2016, included as part of the registration statement, and a prospectus supplement, dated August9, 2017, filed with the Securities and Exchange Commission to Rule 424(b) under the Securities Act of 1933, as amended. In connection with the filing of the prospectus supplement, we are filing as Exhibit 5.1 to this Current Report on Form 8-K (“Report”) an opinion of our counsel, Alston& Bird LLP, regarding the validity of the Series C Preferred Stock and the underlying shares of the Company’s common stock, par value $0.01 per share and as Exhibit 8.1 to this Report an opinion of our counsel, Alston& Bird LLP, relating to certain tax matters, as well as certain other required exhibits.

Item 8.01. Financial Statements and Exhibits.

The following exhibits are filed with this Report to Item601 of the Securities and Exchange 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.

Exhibit Number

Description

5.1 Legal Opinion of Alston& Bird LLP
8.1 Tax Opinion of Alston& Bird LLP
12.1 Calculation of Earnings to Combined Fixed Charges and Preferred Dividends
23.1 Consent of Alston& Bird LLP (included in Exhibit 5.1)
23.2 Consent of Alston& Bird LLP (included in Exhibit 8.1)


Invesco Mortgage Capital Inc. Exhibit
EX-5.1 2 d438659dex51.htm EX-5.1 EX-5.1 EXHIBIT 5.1   One Atlantic Center 1201 West Peachtree Street Atlanta,…
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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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