Orchid Island Capital, Inc. (NYSE:ORC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement
On August2, 2017, Orchid Island Capital, Inc. (the “Company”) and Bimini Advisors, LLC entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Ladenburg Thalmann& Co. Inc. and MUFG Securities Americas Inc. (collectively, the “Sales Agents”), to which the Company may offer and sell, from time to time, up to an aggregate amount of $125,000,000 of shares of the Company’s common stock, $0.01 par value per share (the “Shares”).
to the Equity Distribution Agreement, the Shares may be offered and sold through the Sales Agents in transactions that are 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 or sales made to or through a market maker other than on an exchange or in negotiated transactions (which may include block trades). Under the Equity Distribution Agreement, the Sales Agents will be entitled to compensation of up to 2.0% of the gross proceeds from the sale of the Shares sold through the Sales Agents. 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.
The Shares will be issued to the Company’s Registration Statement on Form S-3 (File No.333-217558). The Company has filed a prospectus supplement, dated August2, 2017, to the prospectus, dated May9, 2017, with the Securities and Exchange Commission in connection with the offer and sale of the Shares from time to time in the future. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The Sales Agents and their affiliates have provided, and may in the future provide, investment banking, brokerage and other services to the Company in the ordinary course of business, and the Company paid, and expects to pay, customary fees and commissions for their services, respectively.
The foregoing description of the Equity Distribution Agreement is not complete and is qualified in its entirety by reference to the entire Equity Distribution Agreement, a copy of which is attached hereto as Exhibit 1.1, and incorporated herein by reference.
In connection with the filing of the Equity Distribution Agreement, the Company is filing as Exhibit 5.1 hereto an opinion of its Maryland counsel, Venable LLP, with respect to the legality of the Shares, and is filing as Exhibit 8.1 hereto an opinion of its counsel, Vinson& Elkins L.L.P., with respect to tax matters.
Item 1.01. Financial Statements and Exhibits
(d) Exhibits
|
ExhibitNo. |
Description |
| 1.1 | Equity Distribution Agreement, dated August 2, 2017, by and between the Company, Bimini Advisors, LLC, Ladenburg Thalmann & Co. Inc. and MUFG Securities Americas Inc. |
| 5.1 | Opinion of Venable LLP, dated August 2, 2017, with respect to the legality of the shares |
| 8.1 | Opinion of Vinson & Elkins L.L.P., dated August 2, 2017, with respect to tax matters |
| 23.1 | Consent of Venable LLP (included in exhibit 5.1) |
| 23.2 | Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1) |
Orchid Island Capital, Inc. ExhibitEX-1.1 2 d424314dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 AUGUST 2,…To view the full exhibit click here
About Orchid Island Capital, Inc. (NYSE:ORC)
Orchid Island Capital, Inc. (Orchid) is a specialty finance company that invests in residential mortgage-backed securities (RMBS). The Company’s business objective is to provide risk-adjusted total returns to its investors over the long term through a combination of capital appreciation and the payment of regular monthly distributions. Its portfolio consists of two categories of Agency RMBS: traditional pass-through Agency RMBS and structured Agency RMBS. Its pass-through securities are the securities secured by residential real property in which payments of both interest and principal on the securities are generally made monthly. The mortgage loans underlying pass-through certificates include fixed-rate mortgages, adjustable-rate mortgages (ARMs) and Hybrid ARMs. Its structured Agency RMBS consists of collateralized mortgage obligations, interest only securities, inverse interest only securities and principal only securities, among other types of structured Agency RMBS.
