Invesco Mortgage Capital Inc. (Form: 8-K, Received: 06/17/2021 16:45:07)

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): June 15, 2021

LOGO

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	IVR PrA	New York Stock Exchange
7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred Stock	IVR PrB	New York Stock Exchange
7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock	IVR PrC	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 June 15, 2021, Invesco Mortgage Capital Inc., a Maryland corporation (the “Company”), IAS Operating Partnership LP (the “Operating Partnership”) and Invesco Advisers, Inc. (the “Manager”) entered into an amendment (“Amendment No. 1”) to the equity distribution agreement, dated March 19, 2019, by and among the Company, the Operating Partnership, the Manager and JonesTrading Institutional Services LLC (the “Equity Distribution Agreement”) to remove the shares of 7.75% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”) from the securities available for issuance and sale pursuant to the Equity Distribution Agreement.

Pursuant to General Instruction F to the Commission’s Current Report on Form 8-K, a copy of Amendment No. 1 is filed as Exhibit 1.1 to this Report, and the information in Amendment No. 1 is incorporated herein by this reference.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously announced, the Company has called for redemption all 5,600,000 of its outstanding shares of Series A Preferred Stock, at a redemption price per share of Series A Preferred Stock of $25.00 plus accrued and unpaid dividends per share to, but not including, the redemption date of June 16, 2021. In connection with the redemption of all outstanding shares of Series A Preferred Stock, and in accordance with the terms of the Company’s charter, the Company’s Board of Directors has approved the reclassification of all of the authorized but unissued shares of Series A Preferred Stock as shares of Preferred Stock without designation as to class or series. The Company caused Articles Supplementary to be filed with the Maryland State Department of Assessments and Taxation on June 17, 2021 in order to complete such reclassification. A copy of the Articles Supplementary is filed as Exhibit 3.1 to this Report and is incorporated herein by this reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit Number		Description

1.1		Amendment No. 1 to the Equity Distribution Agreement among the Company, the Operating Partnership, the Manager and JonesTrading Institutional Services LLC.

3.1		Articles Supplementary reclassifying 2,110,000 shares of authorized but unissued shares of Series A Preferred Stock as shares of Preferred Stock without designation.

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 hereunto duly authorized.


INVESCO MORTGAGE CAPITAL INC.

By:		/s/ Rebecca S. Smith
		Name: Rebecca S. Smith
		Title: Vice President and Secretary

Dated: June 17, 2021

Exhibit 1.1

INVESCO MORTGAGE CAPITAL INC.

AMENDMENT NO. 1 TO THE

EQUITY DISTRIBUTION AGREEMENT

June 15, 2021

JonesTrading Institutional Services LLC

900 Island Park Drive, Suite 200

Daniel Island, SC 29492

Ladies and Gentlemen:

Reference is made to the Equity Distribution Agreement, dated March 19, 2019 (the “Agreement”), among Invesco Mortgage Capital Inc., a Maryland corporation (the “Company”), IAS Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), Invesco Advisers, Inc., a Delaware corporation (the “Manager”) and JonesTrading Institutional Services LLC (the “Placement Agent”), pursuant to which the Company may issue and sell through the Placement Agent, acting as agent and/or principal, (a) up to 1,500,000 shares (the “Series A Shares”) of 7.75% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), (b) up to 1,500,000 shares (the “Series B Shares”) of 7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”) and (c) up to 4,000,000 shares (the “Series C Shares” and, together with the Series A Shares, and the Series B Shares, the “Securities”) of 7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock” and, together with the Series A Preferred Stock and the Series B Preferred Stock, the “Preferred Stock”).

In connection with the foregoing, the Company, the Operating Partnership, the Manager and the Placement Agent wish to amend the Agreement through this Amendment No. 1 to the Agreement (this “Amendment”) to remove the Series A Shares from the Securities available for issuance and sale pursuant to the Agreement and to make certain other changes to the Agreement with effect on and after the date hereof (the “Effective Date”).

SECTION 1. Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Agreement.

SECTION 2. Amendment of the Agreement.

The first sentence of the first paragraph of Section 1 of the Agreement shall be amended to read as follows:

“The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Placement Agent, acting as agent and/or principal, (a) up to 1,500,000 shares (the “Series B Shares”) of 7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”) and (b) up to 4,000,000 shares (the “Series C Shares” and, together with the Series B Shares, the “Securities”) of

7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock” and, together with the Series B Preferred Stock, the “Preferred Stock”); provided, however, that in no event shall the Company issue or sell through the Placement Agent such number or dollar amount of Securities that would (i) exceed the number or dollar amount of the Preferred Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, (ii) exceed the number of authorized but unissued shares of Preferred Stock under the Company’s Organizational Documents, (iii) exceed the number or dollar amount of shares of Preferred Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (iv) exceed the number or dollar amount of shares of Preferred Stock for which the Company has filed a Prospectus Supplement (as defined below).”

The first sentence of the first paragraph of Section 2 of the Agreement shall be amended to read as follows:

“Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will (i) notify the Placement Agent by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Series B Shares and/or Series C Shares to be sold, which shall at a minimum include the maximum number of Securities to be offered, sold and issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day, any minimum price below which sales may not be made, and the maximum prices above which sales of Series B Shares and Series C Shares may not be made (a “Placement Notice”), a form of which containing such necessary parameters is attached hereto as Exhibit A and (ii) instruct the placement agents under any other “at-the-market” offering program of Preferred Stock or common stock, par value $0.01 per share, of the Company (“Common Stock”) to immediately suspend such programs and stop any offers and sales under such programs on any day during the pendency of a Placement Notice.”

Section 5(a)(24) of the Agreement should be amended to delete “‘Description of the Series A Preferred Stock,’”.

SECTION 3. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CHOICE OF LAW OR CONFLICTS OF LAW PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 4. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

SECTION 5. Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 6. Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed by its duly authorized officer or officers as of the date first above written.


INVESCO MORTGAGE CAPITAL INC.

By:	/s/ John M. Anzalone
	Name:	John M. Anzalone
	Title:	Chief Executive Officer

IAS OPERATING PARTNERSHIP LP

By:	Invesco Mortgage Capital Inc.,
	as its General Partner

By:	/s/ John M. Anzalone
	Name:	John M. Anzalone
	Title:	Chief Executive Officer

INVESCO ADVISERS, INC.

By:	/s/ Robert H. Rigsby
	Name:	Robert H. Rigsby
	Title:	Senior Vice President


CONFIRMED AND ACCEPTED, as of the date first above written:

JONESTRADING INSTITUTIONAL SERVICES LLC

By:	/s/ Burke Cook
	Name:	Burke Cook
	Title:	General Counsel

Exhibit 3.1

INVESCO MORTGAGE CAPITAL INC.

ARTICLES SUPPLEMENTARY

Invesco Mortgage Capital Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:

FIRST: On July 23, 2012 and March 19, 2019, the Corporation filed with the Department Articles Supplementary classifying and designating a total of 7,710,000 authorized but unissued shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”), of the Corporation as shares of 7.75% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”). On July 26, 2012, the Corporation issued 5,400,000 shares of Series A Preferred Stock, and on August 2, 2012, the Corporation issued 200,000 shares of Series A Preferred Stock. On June 16, 2021, the Corporation redeemed all 5,600,000 issued and outstanding shares of Series A Preferred Stock, all of which returned to the status of Preferred Stock without designation as to class or series. There are currently 2,110,000 authorized but unissued shares of Series A Preferred Stock available for issuance under the charter of the Corporation (the “Charter”).

SECOND: Under a power contained in Section 6.3 of Article VI of the Charter, the Board of Directors of the Corporation (the “Board of Directors”), by duly adopted resolutions, approved the reclassification of all 2,110,000 authorized but unissued shares of Series A Preferred Stock as shares of Preferred Stock without designation as to class or series.

THIRD: A description of the Preferred Stock is contained in Article VI of the Charter.

FOURTH: The shares of Series A Preferred Stock are hereby reclassified by the Board of Directors under the authority contained in the Charter.

FIFTH: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

SIXTH: The undersigned acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this 17th day of June, 2021.


ATTEST:		INVESCO MORTGAGE CAPITAL INC.

/s/ Rebecca Smith		By:	/s/ John M. Anzalone (SEAL)
Name:	Rebecca Smith		Name:	John M. Anzalone
Title:	Secretary		Title:	Chief Executive Officer

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