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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 3, 2020

 

IMAGE

Invesco Mortgage Capital Inc.

(Exact name of registrant as specified in its charter)

 

Maryland

 

001-34385

 

26-2749336

(State or other jurisdiction

of incorporation)

 

(Commission 

File Number)

 

(IRS Employer

Identification No.)

1555 Peachtree Street, NE, Atlanta, Georgia

 

30309

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (404) 892-0896

n/a

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

 

Trading

Symbol

 

Name of Each Exchange

on Which Registered

Common Stock, par value $0.01 per share

 

IVR

 

New York Stock Exchange

7.75% Series A Cumulative Redeemable Preferred Stock

 

IVRpA

 

New York Stock Exchange

7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred Stock

 

IVRpB

 

New York Stock Exchange

7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock

 

IVRpC

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

Item 1.01. Entry Into a Material Definitive Agreement.

On February 3, 2020, Invesco Mortgage Capital Inc., a Maryland corporation (the “Company”), IAS Operating Partnership LP, and Invesco Advisers, Inc. entered into an Underwriting Agreement with Credit Suisse Securities (USA) LLC, Barclays Capital Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters 18,000,000 shares of its common stock and provide the Underwriters with a thirty-day option to purchase up to an additional 2,700,000 shares of common stock (the “Securities”). On February 4, 2020, the Underwriters exercised their option to purchase the additional 2,700,000 shares in full. The Securities were registered with the Securities and Exchange Commission (the “Commission”) pursuant to the Company’s shelf registration statement on Form S-3ASR (File No. 333-229917) (as the same may be amended and/or supplemented, the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”).

Pursuant to General Instruction F to the Commission’s Form 8-K, a copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on 8-K (this “Report”), and the information in the Underwriting Agreement is incorporated into this Item 1.01 by this reference.

The material terms of the Securities are described in the Company’s prospectus supplement, dated February 3, 2020 and filed with the Commission on February 5, 2020 pursuant to Rule 424(b)(5) of the Securities Act, which relates to the offer and sale of the Securities and supplements the Company’s prospectus, as filed with the Commission on February 27, 2019, contained in the Registration Statement. 

Item 8.01. Other Events.

On February 6, 2020, the Company completed its public offering of 20,700,000 shares of common stock pursuant to the Underwriting Agreement filed as Exhibit 1.1 to this Report.

Item 9.01. Financial Statements and Exhibits.

The following exhibits are filed with this Report pursuant to Item 601 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 Item 512(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

         
 

  1.1

   

Underwriting Agreement, dated as of February 3, 2020, by and among the Company, IAS Operating Partnership LP, Invesco Advisers, Inc. and the Underwriters.

         
 

  5.1

   

Legal Opinion of Alston & Bird LLP.

         
 

  8.1

   

Tax Opinion of Alston & Bird LLP.

         
 

23.1

   

Consent of Alston & Bird LLP (included in Exhibit 5.1).

         
 

23.2

   

Consent of Alston & Bird LLP (included in Exhibit 8.1).

         
 

99.1

   

Other Expenses of Issuance and Distribution (as required by Item 14 of Part II of Form S-3).

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

Invesco Mortgage Capital Inc.

             

Date: February 6, 2020

 

 

By:

 

/s/ Rebecca S. Smith

 

 

Name:

 

Rebecca S. Smith

 

 

Title:

 

Vice President and Secretary

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