UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 22, 2011
Invesco Mortgage Capital Inc.
(Exact Name of Registrant as Specified in its Charter)
| |
|
|
|
|
|
Maryland
(State or other Jurisdiction
of Incorporation)
|
|
333-151665
(Commission File Number)
|
|
262749336
(IRS Employer
Identification No.) |
1555 Peachtree Street, NE
Atlanta, GA 30309
(Address of Principal Executive Offices, Zip Code)
Registrant’s telephone number, including area code: (404) 892-0896
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:
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry Into a Material Definitive Agreement.
On March 22, 2011, Invesco Mortgage Capital Inc., a Maryland corporation (the “Company”),
entered into an Underwriting Agreement with Credit Suisse Securities (USA) LLC and Morgan Stanley &
Co. Incorporated (the “Underwriters”) pursuant to which the Company agreed to issue and sell to the
Underwriters 19,000,000 shares of its common stock and also agreed to issue and sell to the
Underwriters, at the option of the Underwriters, an aggregate of not more than 2,850,000 additional
shares of common stock (the “Securities”). The Securities were registered with the Securities and
Exchange Commission (the “Commission”) pursuant to the Company’s shelf registration statement on
Form S-3 (File No. 333-169104) (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 Form 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, as
filed with the Commission on March 23, 2011 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 August 27, 2010, contained in the Registration Statement.
Item 8.01. Other Events.
On March 25, 2011, the Company completed its public offering of 19,000,000 shares of common
stock and issuance of an additional 2,850,000 shares of common stock pursuant to the Underwriters’
full exercise of their option to purchase additional shares 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 March 22, 2011, by and
among the Company and the Underwriters. |