MTGE Investment Corp. (NASDAQ:MTGE) Files An 8-K Entry into a Material Definitive AgreementItem 2.02 Entry into a Material Definitive Agreement.
On August 2, 2017, MTGE Investment Corp. (the “Company”) and MTGE Management, LLC entered into separate Sales Agreements (collectively, the “Sales Agreements”) with each of Cantor Fitzgerald & Co. and Wells Fargo Securities, LLC (the “Agents”). Under the terms of the Sales Agreements, the Company may offer and sell up to $125,000,000 aggregate offering price of shares of its common stock (the “Shares”), par value $0.01 per share (“Common Stock”), from time to time to or through either of the Agents, acting as agent and/or principal.
Sales of the Shares, if any, may be made in any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the NASDAQ Global Select Market or on any other existing trading market for our Common Stock. Under the Sales Agreements, either Agent (at the Company’s election) will use commercially reasonable efforts consistent with its normal sales and trading practices to sell the Shares as directed by the Company. The compensation payable to each Agent for sales of Shares to its Sales Agreement will be up to 2.0% of the gross sales price for any Shares sold through it as sales agent under the applicable Sales Agreement.
Shares sold under the Sales Agreements, if any, will be issued to the Company’s automatic shelf registration statement on Form S-3ASR (No. 333-205300) (the “Registration Statement”), including the prospectus, dated June 26, 2015, and the prospectus supplement, dated August 2, 2017, as the same may be amended or supplemented.
The offering of Shares to the Sales Agreements will terminate upon the earlier of (1) the sale of all the Shares subject to the Sales Agreements or (2) the termination of the Sales Agreements by the Agents or the Company upon 10 days’ notice.
Item 2.02 Results of Operations and Financial Condition
On August2, 2017, MTGE Investment Corp. issued a press release announcing its financial results for the three months ended June30, 2017. The text of the press release is included as exhibit 99.1 to this Form8-K. to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and herein shall not be deemed to be filed for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall not be deemed to be 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.
Item 2.02 Financial Statements and Exhibits
On August 2, 2017, Venable LLP delivered an opinion (the “Opinion”) to the Company in connection with the Company’s
sale from time to time to or through the Agents of up to $125,000,000 aggregate offering price of shares of Common Stock to the Sales Agreements. The Opinion is being filed herewith, and thereby automatically incorporated by reference into the Registration Statement, in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
Sales Agreement, dated August 2, 2017, among MTGE Investment Corp., MTGE Management, LLC and Cantor Fitzgerald & Co.
Sales Agreement, dated August 2, 2017, among MTGE Investment Corp., MTGE Management, LLC and Wells Fargo Securities, LLC
Opinion of Venable LLP
Consent of Venable LLP (included in Exhibit 5.1 hereto)
Press Release dated August 2, 2017
MTGE Investment Corp. ExhibitEX-1.1 2 mtge6302017fom8-kexhibit11.htm EXHIBIT 1.1 Exhibit Exhibit 1.1MTGE INVESTMENT CORP.SHARES OF COMMON STOCK($0.01 PAR VALUE PER SHARE)SALES AGREEMENTAugust 2,…To view the full exhibit click
About MTGE Investment Corp. (NASDAQ:MTGE)
MTGE Investment Corp., formerly American Capital Mortgage Investment Corp., is a hybrid mortgage real estate investment trust. The Company invests in, finances and manages a portfolio of real estate-related investments, which the Company defines to include agency residential mortgage-backed securities, non-agency mortgage investments, other mortgage-related investments and other real estate investments. Its objective is to generate attractive risk-adjusted returns for distribution to its stockholders over the long-term through a combination of dividends and net book value appreciation. The Company invests in agency RMBS issued by Federal National Mortgage Association and Federal Home Loan Mortgage Corporation. Its other real estate investments may include equity investments in healthcare and independent living facilities, and debt investments. The Company is externally-managed by a subsidiary of AGNC Investment Corp.