Orchid Island Capital, Inc. (NYSE:ORC) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement |
On February23, 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 Companys common
stock, $0.01 par value per share (the
Shares). This Agreement replaces the
prior equity distribution agreement among the parties dated
July29, 2016 (the Prior Agreement) that
permitted the Company to sell up to $125,000,000 of shares of the
Companys common stock from time to time in at the market
offerings.
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. 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 Companys Registration Statement
on Form S-3 (File No.333-195389). The Company has filed a
prospectus supplement, dated February23, 2017, to the prospectus,
dated May15, 2014, with the Securities and Exchange Commission in
connection with the offer and sale of the Shares from time to
time in the future.
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.
| Item1.02. |
Termination of a Material Definitive Agreement |
On February23, 2017, the Company delivered a notice to the Sales
Agents that terminated the Prior Agreement effective as of the
close of business on February23, 2017. Of the $125,000,000 of
shares of the Companys common stock that the Company could have
sold under the Prior Agreement, the Company sold approximately
$110.0 million of shares of the Companys common stock prior to
termination of the Prior Agreement.
| Item9.01. | Financial Statements and Exhibits |
(d) Exhibits
|
ExhibitNo. |
Description |
|
| 1.1 |
Equity Distribution Agreement, dated February 23, 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 February 23, 2017, with respect to the legality of the shares |
|
| 8.1 |
Opinion of Vinson Elkins L.L.P., dated February 23, 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) |
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. Orchid Island Capital, Inc. (NYSE:ORC) Recent Trading Information
Orchid Island Capital, Inc. (NYSE:ORC) closed its last trading session up +0.10 at 10.14 with 1,672,090 shares trading hands.