Attached files
| file | filename |
|---|---|
| EX-5.1 - OPINION - MTGE Investment Corp. | exhibit51opinion.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - MTGE Investment Corp. | exhibit11uwa.htm |
U.S. 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): May 21, 2014 (May 15, 2014)
American Capital Mortgage Investment Corp.
(Exact name of registrant as specified in its charter)
MARYLAND | 001-35260 | 45-0907772 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2 Bethesda Metro Center, 14th Floor Bethesda, MD 20814
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (301) 968-9220
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 1.01. Entry into a Material Definitive Agreement.
On May 15, 2014, American Capital Mortgage Investment Corp. (the “Company”) and American Capital MTGE Management, LLC entered into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and UBS Securities LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), with respect to (i) the sale by the Company to the Underwriters of 2,000,000 shares of the Company’s 8.125% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) and (ii) the grant by the Company to the Underwriters of an option to purchase all or part of 300,000 additional shares of Series A Preferred Stock to cover over-allotments, if any (collectively, the “Preferred Shares”). The Company agreed to indemnify the Underwriters against certain specified types of liabilities, including liabilities under the Securities Act of 1933, and to contribute to payments the Underwriters may be required to make in respect of these liabilities. In the ordinary course of business, the Underwriters or their respective affiliates have engaged and may in the future engage in various financing, commercial banking and investment banking services with, and provide financial advisory services to, the Company and its affiliates for which they have received or may receive customary fees and expenses. A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 16, 2014, the Company filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland to designate 2,300,000 shares of the Company’s authorized preferred stock, par value $0.01 per share, as shares of Series A Preferred Stock with the powers, designations, preferences and other rights as set forth therein. The Articles Supplementary became effective upon filing on May 16, 2014. A copy of the Articles Supplementary is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
The Articles Supplementary provide that the Company will pay quarterly cumulative dividends on the Series A Preferred Stock, in arrears, on the 15th day of each January, April, July and October (provided that if any dividend payment date is not a business day, then the dividend which would otherwise have been payable on that dividend payment date may be paid on either the immediately preceding business day or the next succeeding business day) from, and including, the date of original issuance of the Series A Preferred Stock at 8.125% of the $25.00 per share liquidation preference per annum (equivalent to $2.03125 per annum per share).
The Series A Preferred Stock will not be redeemable before May 22, 2019, except under circumstances intended to preserve the Company’s qualification as a real estate investment trust (“REIT”) for federal income tax purposes and except upon the occurrence of a Change of Control (as defined in the Articles Supplementary). On or after May 22, 2019, the Company may, at its option, redeem any or all of the shares of the Series A Preferred Stock at $25.00 per share plus any accumulated and unpaid dividends to, but not including, the redemption date. In addition, upon the occurrence of a Change of Control, the Company may, at its option, redeem any or all of the shares of Series A Preferred Stock within 120 days after the first date on which such Change of Control occurred at $25.00 per share plus any accumulated and unpaid dividends to, but not including, the redemption date. The Series A Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless repurchased or redeemed by the Company or converted into the Company’s common stock in connection with a Change of Control by the holders of Series A Preferred Stock.
Upon the occurrence of a Change of Control, each holder of Series A Preferred Stock will have the right (subject to the Company’s election to redeem the Series A Preferred Stock in whole or in part, as described above, prior to the Change of Control Conversion Date (as defined in the Articles Supplementary)) to convert some or all of the Series A Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of the Company’s common stock per share of Series A Preferred Stock determined by formula, in each case,
on the terms and subject to the conditions described in the Articles Supplementary, including provisions for the receipt, under specified circumstances, of alternative consideration.
There are restrictions on ownership of the Series A Preferred Stock intended to preserve the Company’s qualification as a REIT. Except under limited circumstances, holders of the Series A Preferred Stock generally do not have any voting rights.
Item 8.01 Other Events.
On May 21, 2014, Venable LLP delivered to the Company an opinion with respect to the validity of the Preferred Shares (the “Opinion”). The Opinion is filed as Exhibit 5.1 hereto, and thereby automatically incorporated by reference into the Company’s Registration Statement on Form S-3 (No. 333-183772), in accordance with the requirements of Item 601(b)(5) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
1.1 | Underwriting Agreement, dated May 15, 2014, among American Capital Mortgage Investment Corp., American Capital MTGE Management, LLC and Morgan Stanley & Co. LLC and UBS Securities LLC, as representatives of the several underwriters listed on Schedule I attached thereto. |
*3.1 | Articles Supplementary of 8.125% Series A Cumulative Redeemable Preferred Stock, incorporated herein by reference to Exhibit 3.3 to Form 8-A (File No. 001-35260), filed May 16, 2014. |
*4.1 | Form of certificate representing the 8.125% Series A Cumulative Redeemable Preferred Stock, incorporated herein by reference to Exhibit 4.1 to Form 8-A (File No. 001-35260), filed May 16, 2014. |
5.1 | Opinion of Venable LLP regarding the validity of the Preferred Shares. |
23.1 | Consent of Venable LLP (contained in Exhibit 5.1 hereto). |
_____
* Previously filed.
SIGNATURE
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 hereunto duly authorized.
AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. | ||||
Dated: May 21, 2014 | By: | /s/ Samuel A. Flax | ||
Samuel A. Flax Executive Vice President and Secretary | ||||