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to
FORM S-11
UNDER
THE SECURITIES ACT OF 1933
OF CERTAIN REAL ESTATE COMPANIES
Atlanta, Georgia 30309
(404) 892-0896
c/o Invesco Institutional (N.A.), Inc.
1555 Peachtree Street, NE
Atlanta, Georgia 30309
(404) 892-0896
Jay L. Bernstein, Esq. Andrew S. Epstein, Esq. Clifford Chance US LLP | David J. Goldschmidt, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square | |
31 West 52nd Street New York, New York 10019 Tel (212) 878-8000 Fax (212) 878-8375 | New York, New York 10036 Tel (212) 735-3574 Fax (917) 777-3574 |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ (Do not check if a smaller reporting company) | Smaller reporting company o |
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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Per Share | Total | |||||||
Public offering price | $ | $ | ||||||
Underwriting discount | $ | $ | ||||||
Proceeds to us, before expenses | $ | $ |
Credit Suisse | Morgan Stanley |
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EX-23.3 CONSENT OF GRANT THORNTON LLP | ||||||||
EX-99.1 CONSENT OF INDEPENDENT DIRECTOR NOMINEE JAMES S. BALLOUN | ||||||||
EX-99.2 CONSENT OF INDEPENDENT DIRECTOR NOMINEE JOHN S. DAY | ||||||||
EX-99.3 CONSENT OF INDEPENDENT DIRECTOR NOMINEE NEIL WILLIAMS |
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• | Mortgage Pass-Through Certificates. Single-family residential mortgage pass-through certificates are securities representing interests in “pools” of mortgage loans secured by residential real property where payments of both interest and principal, plus pre-paid principal, on the securities are made monthly to holders of the securities, in effect “passing through” monthly payments made by the individual borrowers on the mortgage loans that underlie the securities, net of fees paid to the issuer/guarantor and servicers of the securities. |
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• | CMOs. CMOs are securities which are structured from U.S. Government agency or federally chartered corporation-backed mortgage pass-through certificates. CMOs receive monthly payments of principal and interest. CMOs divide the cash flows which come from the underlying mortgage pass-through certificates into different classes of securities. CMOs can have different maturities and different weighted average lives than the underlying mortgage pass-through certificates. CMOs can re-distribute the risk characteristics of mortgage pass-through certificates to better satisfy the demands of various investor types. These risk characteristics would include average life variability, prepayments, volatility, floating versus fixed interest rate and payment and interest rate risk. |
• | no investment shall be made that would cause us to fail to qualify as a REIT for federal income tax purposes; |
• | no investment shall be made that would cause us to be regulated as an investment company under the 1940 Act; |
• | our assets will be invested in Agency MBS; and |
• | until appropriate investments can be identified, our Manager may invest the proceeds of this and any future offerings in interest-bearing, short-term investments, including money market accounts and/or funds, that are consistent with our intention to qualify as a REIT. |
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• | We are dependent on our Manager and its key personnel for our success. In particular, we intend to rely on financing opportunities that will be facilitated and/or provided by Invesco Aim Advisors, an affiliate of our Manager. | ||
• | Our Manager has no experience operating a REIT and we cannot assure you that our Manager’s past experience will be sufficient to successfully manage our business as a REIT. |
• | If the U.S. Government’s recent actions with respect to Fannie Mae and Freddie Mac are inadequate or ineffective, our ability to acquire Agency MBS at attractive prices and/or returns, or at all, may be adversely affected. |
• | There can be no assurance that the actions taken by the U.S. and foreign governments, central banks and other governmental and regulatory bodies for the purpose of seeking to stabilize the financial markets will achieve the intended effect or benefit our business and further government or market developments could adversely affect us. |
• | There are conflicts of interest in our relationship with our Manager and Invesco, which could result in decisions that are not in the best interest of our stockholders. |
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• | The management agreement with our Manager was not negotiated on an arm’s-length basis and may not be as favorable to us as if they had been negotiated with an unaffiliated third party and may be difficult and costly to terminate. |
• | Our board of directors will approve very broad investment guidelines for our Manager and will not approve each investment and financing decision made by our Manager. |
• | We may change any of our strategies, policies or procedures without stockholder consent. |
• | We have no operating history and may not be able to successfully operate our business or generate sufficient revenue to make or sustain distributions to our stockholders. |
• | We have not yet identified any specific investments in Agency MBS. |
• | We intend to use leverage for the acquisition of our investments through borrowings under repurchase agreements, which may adversely affect the return on our investments and may reduce cash available for distribution to our stockholders, as well as increase losses when economic conditions are unfavorable. We are not limited in the amount of leverage we may use. |
• | As a result of recent market events, including the contraction among and failure of certain lenders, it may be more difficult for us to secure financing. |
• | Continued adverse developments in the broader residential mortgage market may adversely affect the value of the Agency MBS in which we intend to invest. |
• | Loss of our 1940 Act exemption would adversely affect us and negatively affect the market price of our common stock and our ability to distribute dividends, and could result in the termination of the management agreement with our Manager. |
• | We will depend on repurchase agreement financing to execute our business plan, and our inability to access funding could have a material adverse effect on our results of operations, financial condition and business. |
• | An increase in our borrowing costs relative to the interest we receive on investments in Agency MBS may adversely affect our profitability and thus our cash available for distribution to our stockholders. |
• | An increase in interest rates may cause a decrease in the volume of newly-issued Agency MBS which could adversely affect our ability to acquire Agency MBS that satisfy our investment objectives and to generate income and pay dividends. |
• | Hedging against interest rate exposure may adversely affect our earnings, which could reduce our cash available for distribution to our stockholders. |
• | Prepayment rates may adversely affect the value of our investment portfolio. |
• | Our failure to qualify as a REIT would subject us to U.S. federal income tax and potentially increased state and local taxes, which would reduce the cash available for distribution to our stockholders. |
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• | Complying with REIT requirements may cause us to forego otherwise attractive investment opportunities or financing or hedging strategies. |
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(1) | Includes shares of restricted common stock to be granted to our independent directors under our equity incentive plan concurrently with the completion of this offering. | |
(2) | Assuming redemption of all OP units owned by the Invesco Purchaser for the equivalent number of shares of our common stock, Invesco would beneficially own (through the holdings of the Invesco Purchaser) % of our common stock and the public would own the remaining %. |
(3) | We expect IAS Asset I LLC to qualify for an exemption from registration under the 1940 Act as an investment company pursuant to Section 3(c)(5)(C) of the 1940 Act. We intend to conduct our operations so that the value of our operating partnership’s investment in this subsidiary as well as other subsidiaries not relying on Section 3(c)(1) or Section 3(c)(7) of the 1940 Act will at all times, on an unconsolidated basis, exceed 60% of our operating partnership’s total assets. See “Business—Operating and Regulatory Structure—1940 Act Exemption.” |
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Type | Description | Payment | ||
Management fee: | 1.50% of our stockholders’ equity up to $500 million and 1.25% of our stockholders’ equity in excess of $500 million, per annum and calculated and payable quarterly in arrears. For purposes of calculating the management fee, our stockholders’ equity means the sum of the net proceeds from all issuances of our equity securities since inception (allocated on a pro rata daily basis for such issuances during the fiscal quarter of any such issuance), plus our retained earnings at the end of the most recently completed calendar quarter (without taking into account any non-cash equity compensation expense incurred in current or prior periods), less any amount that we pay to repurchase our common stock since inception, and excluding any unrealized gains, losses or other items that do not affect realized net income (regardless of whether such items are included in other comprehensive income or loss, or in net income). This amount will be adjusted to exclude one-time events pursuant to changes in accounting principles generally accepted in the United States, or GAAP, and certain non-cash items after discussions between our Manager and our independent directors and approved by a majority of our independent directors. Our stockholders’ equity, for purposes | Quarterly in cash |
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Type | Description | Payment | ||
of calculating the management fee, could be greater or less than the amount of stockholders’ equity shown on our financial statements. We will treat outstanding limited partner interests (not held by us) as outstanding shares of capital stock for purposes of calculating the management fee. | ||||
Expense reimbursement | Reimbursement of operating expenses related to us incurred by our Manager, including certain salary expenses and other expenses relating to legal, accounting, due diligence and other services, and including fees payable to our subadvisor, Invesco Aim Advisors. Our reimbursement obligation is not subject to any dollar limitation. | Monthly in cash. | ||
Termination fee | Termination fee equal to three times the sum of the average annual management fee earned by our Manager during the prior 24-month period prior to such termination, calculated as of the end of the most recently completed fiscal quarter. | Upon termination of the management agreement by us without cause or by our Manager if we materially breach the management agreement. | ||
Incentive plan | Our equity incentive plan includes provisions for grants of restricted common stock and other equity-based awards to our directors, officers and personnel of our Manager. We do not expect to grant any awards under our equity incentive plan upon completion of this offering other than _____ shares of restricted stock to each of our independent directors. |
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• | beneficially or constructively owning shares of our capital stock that would result in our being “closely held” under Section 856(h) of the Internal Revenue Code, or otherwise cause us to fail to qualify as a REIT; and |
• | transferring shares of our capital stock if such transfer would result in our capital stock being owned by fewer than 100 persons. |
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Common stock offered by us | shares (plus up to an additional shares of our common stock that we may issue and sell upon the exercise of the underwriters’ over-allotment option). | |
Common stock to be outstanding after this offering | shares.(1) | |
Use of proceeds | We intend to invest the net proceeds of this offering and the concurrent private placement of common stock and OP units to the Invesco Purchaser in Agency MBS. Until appropriate investments can be identified, our Manager may invest these funds in interest-bearing short-term investments, including money market accounts and/or funds, that are consistent with our intention to qualify as a REIT. These initial investments are expected to provide a lower net return than we will seek to achieve from investments in our targeted investments in Agency MBS. See “Use of Proceeds.” | |
Distribution policy | We intend to make regular quarterly distributions to holders of our common stock. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its net taxable income. We generally intend over time to pay quarterly dividends in an amount equal to our net taxable income, excluding net capital gains. We plan to pay our first dividend in respect of the period from the closing of this offering through , 2009 which may be prior to the time that we have fully invested the net proceeds from this offering in our targeted investments in Agency MBS. | |
Any distributions we make will be at the discretion of our board of directors and will depend upon, among other things, our actual results of operations. These results and our ability to pay distributions will be affected by various factors, including the net interest and other income from our portfolio, our operating expenses and any other expenditures. For more information, see “Distribution Policy.” | ||
Proposed NYSE symbol | “IVR” | |
Ownership and transfer restrictions | To assist us in complying with limitations on the concentration of ownership of a REIT imposed by the Internal Revenue Code, our charter generally prohibits, among other prohibitions, any stockholder from beneficially or constructively owning more than 9.8% by value or number of shares, whichever is more restrictive, of our outstanding shares of common stock, or 9.8% by value or number of shares, whichever is more restrictive, of our outstanding capital stock. See “Description of Capital Stock — Restrictions on Ownership and Transfer.” | |
Risk factors | Investing in our common stock involves a high degree of risk. You should carefully read and consider the information set forth under the heading “Risk Factors” beginning on page 16 of this prospectus and all other information in this prospectus before investing in our common stock. |
(1) | Includes shares of our common stock to be sold to the Invesco Purchaser in a concurrent private placement. Excludes (i) shares of our common stock that we may issue and sell upon the exercise of the underwriters’ over-allotment option in full, (ii) shares of our restricted common stock to be granted to our independent directors under our equity incentive plan concurrently with this offering, and (iii) shares that may be issued by us upon a redemption of the OP units to be owned by the Invesco Purchaser upon completion of this offering. |
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• | our lenders do not make repurchase agreement financing available to us at acceptable rates; | ||
• | certain of our lenders exit the repurchase market; | ||
• | our lenders require that we pledge additional collateral to cover our borrowings, which we may be unable to do; or | ||
• | we determine that the leverage would expose us to excessive risk. | ||
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• | interest rate hedging can be expensive, particularly during periods of rising and volatile interest rates; |
• | available interest rate hedges may not correspond directly with the interest rate risk for which protection is sought; |
• | the duration of the hedge may not match the duration of the related liability; |
• | the amount of income that a REIT may earn from hedging transactions (other than hedging transactions that satisfy certain requirements of the Internal Revenue Code or that are done through a TRS) to offset interest rate losses is limited by U.S. federal tax provisions governing REITs; |
• | the credit quality of the hedging counterparty owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction; and |
• | the hedging counterparty owing money in the hedging transaction may default on its obligation to pay. |
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• | We may purchase Agency MBS that have a higher interest rate than the market interest rate at the time. In exchange for this higher interest rate, we may pay a premium over the par value to acquire the security. In accordance with GAAP, we may amortize this premium over the estimated term of the mortgage-backed security. If the mortgage-backed security is prepaid in whole or in part prior to its maturity date, however, we may be required to expense the premium that was prepaid at the time of the prepayment. |
• | We anticipate that a substantial portion of our adjustable-rate Agency MBS may bear interest rates that are lower than their fully indexed rates, which are equivalent to the applicable index rate plus a margin. If an adjustable-rate Agency MBS is prepaid prior to or soon after the time of adjustment to a fully-indexed rate, we will have held that Agency MBS while it was least profitable and lost the opportunity to receive interest at the fully indexed rate over the remainder of its expected life. |
• | If we are unable to acquire new Agency MBS similar to the prepaid Agency MBS, our financial condition, results of operation and cash flow would suffer. Prepayment rates generally increase when interest rates fall and decrease when interest rates rise, but changes in prepayment rates are difficult to predict. Prepayment rates also may be affected by conditions in the housing and financial markets, general economic conditions and the relative interest rates on FRMs and ARMs. | ||
• | acts of God, including earthquakes, floods and other natural disasters, which may result in uninsured losses; |
• | acts of war or terrorism, including the consequences of terrorist attacks, such as those that occurred on September 11, 2001; |
• | adverse changes in national and local economic and market conditions; |
• | changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policies and ordinances; |
• | costs of remediation and liabilities associated with environmental conditions such as indoor mold; and |
• | the potential for uninsured or under-insured property losses. |
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• | our actual or anticipated variations in our quarterly operating results; |
• | changes in our earnings estimates or publication of research reports about us or the real estate industry; |
• | changes in market valuations of similar companies; |
• | adverse market reaction to any increased indebtedness we incur in the future; |
• | additions to or departures of our Manager’s key personnel; |
• | actions by our stockholders; and |
• | speculation in the press or investment community. |
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• | the profitability of the investment of the net proceeds of this offering; |
• | our ability to make profitable investments; |
• | margin calls or other expenses that reduce our cash flow; |
• | defaults in our asset portfolio or decreases in the value of our portfolio; and |
• | the fact that anticipated operating expense levels may not prove accurate, as actual results may vary from estimates. |
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• | 85% of our REIT ordinary income for that year; |
• | 95% of our REIT capital gain net income for that year; and |
• | any undistributed taxable income from prior years. |
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• | our business and investment strategy; |
• | our projected operating results; |
• | our ability to obtain financing arrangements; |
• | general volatility of the securities markets in which we invest; |
• | our expected investments; |
• | interest rate mismatches between our Agency MBS and our borrowings used to fund such investments; |
• | changes in interest rates and the market value of our Agency MBS; |
• | changes in prepayment rates on our Agency MBS; |
• | effects of hedging instruments on our Agency MBS; |
• | rates of default or decreased recovery rates on our Agency MBS; |
• | the degree to which our hedging strategies may or may not protect us from interest rate volatility; |
• | changes in governmental regulations, tax law and rates and similar matters; |
• | our ability to maintain our qualification as a REIT for U.S. federal income tax purposes; |
• | our ability to maintain our exemption from registration under the 1940 Act; |
• | availability of investment opportunities in mortgage-related, real estate-related and other securities; |
• | availability of qualified personnel; |
• | estimates relating to our ability to make distributions to our stockholders in the future; |
• | our understanding of our competition; |
• | market trends in our industry, interest rates, real estate values, the debt securities markets or the general economy; and |
• | use of the proceeds of this offering. |
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As of , 2008 | |||||||||
Actual | As Adjusted(1) | ||||||||
Stockholder’s deficiency: | |||||||||
Common stock, par value $0.01 per share; 100,000 shares authorized, 100 shares issued and outstanding, actual and 450,000,000 shares authorized and shares outstanding, as adjusted | $ | 1 | $ | ||||||
Preferred Stock, par value $0.01 per share; 50,000,000 shares authorized, 0 shares outstanding, actual and as adjusted | |||||||||
Additional paid in capital | $ | 999 | |||||||
Accumulated deficit during development stage | (10,000 | ) | |||||||
Total stockholder’s deficiency | $ | (9,000 | ) | $ | |||||
(1) | Does not include the underwriters’ option to purchase up to additional shares. |
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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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• | monitoring and adjusting, if necessary, the reset index and interest rate related to our Agency MBS and our financings; | ||
• | attempting to structure our financing agreements to have a range of different maturities, terms, amortizations and interest rate adjustment periods; |
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• | using hedging instruments, primarily interest rate swap agreements but also financial futures, options, interest rate cap agreements, floors and forward sales to adjust the interest rate sensitivity of our Agency MBS and our borrowings; and | ||
• | actively managing, on an aggregate basis, the interest rate indices, interest rate adjustment periods, and gross reset margins of our Agency MBS and the interest rate indices and adjustment periods of our financings. |
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Approximate Assets | ||||
under Management | ||||
Investment Center | (in billions) | |||
Invesco Worldwide Fixed Income | $ | 149.2 | ||
Invesco Perpetual | 62.3 | |||
Invesco Aim | 53.1 | |||
Invesco Trimark | 26.7 | |||
Invesco Real Estate | 26.1 | |||
Invesco Quantitative Strategies | 24.5 | |||
Invesco Asia-Pacific | 17.1 | |||
Atlantic Trust | 15.2 | |||
Invesco PowerShares | 12.3 | |||
Invesco Global Equity | 10.3 | |||
WL Ross & Co. | 6.8 | |||
Invesco Multiple-Asset Strategies | 3.9 | |||
Invesco Private Capital | 2.1 |
Cash Management ($80.2 AUM) | Stable Value ($30.7 AUM) | Broad Fixed Income ($25.5 AUM) | Alternatives ($12.8 AUM) | |||||||||||
• | Taxable, tax free and | • | Diversified and cost-effective | • | Core, core plus, intermediate | • | Senior secured bank loans, | |||||||
government money | approach utilizing | • | MBS/ABS, investment grade, | structured securities, | ||||||||||
market products | commingled funds | high yield, emerging markets, | credit default swaps | |||||||||||
• | US dollar, Canadian | • | Unique in offering | municipals | • | Credit opportunity funds | ||||||||
dollar | multi-manager product | • | Global, non-US dollar, | • | Collateralized debt | |||||||||
European | obligations |
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• | build an investment portfolio consisting of Agency MBS that seeks to generate attractive returns while having a moderate risk profile; | ||
• | manage financing, interest and prepayment rate risks; | ||
• | capitalize on discrepancies in the relative valuations in the Agency MBS market; | ||
• | provide regular quarterly distributions to stockholders; | ||
• | qualify as a REIT; and | ||
• | remain exempt from the requirements of the 1940 Act. |
• | Mortgage Pass-Through Certificates. Single-family residential mortgage pass-through certificates are securities representing interests in “pools” of mortgage loans secured by residential real property where payments of both interest and principal, plus pre-paid principal, on the securities are made monthly to holders of the securities, in effect “passing through” monthly |
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payments made by the individual borrowers on the mortgage loans that underlie the securities, net of fees paid to the issuer/guarantor and servicers of the securities. | |||
• | CMOs. CMOs are securities which are structured from U.S. Government agency or federally chartered corporation-backed mortgage pass-through certificates. CMOs receive monthly payments of principal and interest. CMOs divide the cash flows which come from the underlying mortgage pass-through certificates into different classes of securities. CMOs can have different maturities and different weighted average lives than the underlying mortgage pass-through certificates. CMOs can re-distribute the risk characteristics of mortgage pass-through certificates to better satisfy the demands of various investor types. These risk characteristics would include average life variability, prepayments, volatility, floating versus fixed interest rate and payment and interest rate risk. |
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• | no investment shall be made that would cause us to fail to qualify as a REIT for federal income tax purposes; | ||
• | no investment shall be made that would cause us to be regulated as an investment company under the 1940 Act; | ||
• | our assets will be invested in Agency MBS; and | ||
• | until appropriate investments can be identified, our Manager may invest the proceeds of this and any future offerings in interest-bearing, short-term investments, including money market accounts and/or funds, that are consistent with our intention to qualify as a REIT. |
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Name | Age | Position Held with Us | ||||
G. Mark Armour | 55 | Director | ||||
Karen Dunn Kelley | 48 | Director | ||||
James S. Balloun | 70 | Director Nominee | ||||
John S. Day | 59 | Director Nominee | ||||
Neil Williams | 72 | Director Nominee | ||||
Richard J. King | 49 | President and Chief Executive Officer | ||||
John Anzalone | 44 | Chief Investment Officer | ||||
David A. Hartley | 47 | Chief Financial Officer | ||||
Robson J. Kuster | 35 | Head of Research | ||||
Jason Marshall | 33 | Portfolio Manager | ||||
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• | our financial reporting, auditing and internal control activities, including the integrity of our financial statements; |
• | our compliance with legal and regulatory requirements; |
• | the independent auditor’s qualifications and independence; and |
• | the performance of our internal audit function and independent auditor. |
• | review and approve on an annual basis the corporate goals and objectives relevant to chief executive officer compensation, evaluate our chief executive officer’s performance in light of such goals and objectives and, either as a committee or together with our independent directors (as directed by the board of directors), determine and approve the remuneration of our chief executive officer based on such evaluation; |
• | review and oversee management’s annual process for evaluating the performance of our senior officers and review and approve on an annual basis the remuneration of our senior officers; |
• | oversee our equity-based remuneration plans and programs; |
• | assist the board of directors and the chairman in overseeing the development of executive succession plans; and |
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• | determine from time to time the remuneration for our non-executive directors (including the chairman). |
• | providing counsel to the board of directors with respect to the organization, function and composition of the board of directors and its committees; |
• | overseeing the self-evaluation of the board of directors and the board of director’s evaluation of management; |
• | periodically reviewing and, if appropriate, recommending to the board of directors changes to, our corporate governance policies and procedures; and |
• | identifying and recommending to the board of directors potential director candidates for nomination. |
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• | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
• | full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications; |
• | compliance with applicable governmental laws, rules and regulations; |
• | prompt internal reporting of violations of the code to appropriate persons identified in the code; and |
• | accountability for adherence to the code. |
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Executive Officer | Age | Position Held with Our Manager | ||||
G. Mark Armour | 55 | Chief Executive Officer, President and Director | ||||
David A. Hartley | 47 | Chief Accounting Officer and Director | ||||
Jeffrey H. Kupor | 40 | General Counsel and Secretary | ||||
Todd L. Spillane | 49 | Chief Compliance Officer |
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• | our Manager’s continued material breach of any provision of the management agreement following a period of 30 days after written notice thereof (or 45 days after written notice of such breach if our Manager, under certain circumstances, has taken steps to cure such breach within 30 days of the written notice); | ||
• | our Manager’s fraud, misappropriation of funds, or embezzlement against us; | ||
• | our Manager’s gross negligence of duties under the management agreement; | ||
• | the occurrence of certain events with respect to the bankruptcy or insolvency of our Manager, including an order for relief in an involuntary bankruptcy case or our Manager authorizing or filing a voluntary bankruptcy petition; | ||
• | our Manager is convicted (including a plea of nolo contendere) of a felony; and | ||
• | the dissolution of our Manager. |
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• | expenses in connection with the issuance and transaction costs incident to the acquisition, disposition and financing of our investments; | ||
• | costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for us by providers retained by our Manager or, if provided by our Manager’s personnel, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis; |
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• | the compensation and expenses of our directors and the cost of liability insurance to indemnify our directors and officers; | ||
• | costs associated with the establishment and maintenance of any of our credit or other indebtedness of ours (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any of our securities offerings; | ||
• | expenses connected with communications to holders of our securities or of our subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the SEC, the costs payable by us to any transfer agent and registrar in connection with the listing and/or trading of our stock on any exchange, the fees payable by us to any such exchange in connection with its listing, costs of preparing, printing and mailing our annual report to our stockholders and proxy materials with respect to any meeting of our stockholders; | ||
• | costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-party vendors that is used for us; | ||
• | expenses incurred by managers, officers, personnel and agents of our Manager for travel on our behalf and other out-of-pocket expenses incurred by managers, officers, personnel and agents of our Manager in connection with the purchase, financing, refinancing, sale or other disposition of an investment or establishment and maintenance of any of our repurchase agreements or any of our securities offerings; | ||
• | costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses; | ||
• | compensation and expenses of our custodian and transfer agent, if any; | ||
• | the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency; | ||
• | all taxes and license fees; | ||
• | all insurance costs incurred in connection with the operation of our business except for the costs attributable to the insurance that our Manager elects to carry for itself and its personnel; | ||
• | costs and expenses incurred in contracting with third parties, including affiliates of our Manager, for the servicing and special servicing of our assets; | ||
• | all other costs and expenses relating to our business and investment operations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of investments, including appraisal, reporting, audit and legal fees; | ||
• | expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for us or our investments separate from the office or offices of our Manager; | ||
• | expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the board of directors to or on account of holders of our securities or of our subsidiaries, including, without limitation, in connection with any dividend reinvestment plan; |
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• | any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against us or any subsidiary, or against any trustee, director, partner, member or officer of us or of any subsidiary in his capacity as such for which we or any subsidiary is required to indemnify such trustee, director, partner, member or officer by any court or governmental agency; and | ||
• | all other expenses actually incurred by our Manager (except as described below) which are reasonably necessary for the performance by our Manager of its duties and functions under the management agreement. |
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• | each of our directors and director nominees; |
• | each of our executive officers; |
• | each holder of 5% or more of each class of our capital stock; and |
• | all of our directors, director nominees and executive officers as a group. |
• | all shares the investor actually owns beneficially or of record; |
• | all shares over which the investor has or shares voting or dispositive control (such as in the capacity as a general partner of an investment fund); and |
• | all shares the investor has the right to acquire within 60 days (such as shares of restricted common stock that are currently vested or which are scheduled to vest within 60 days). |
Percentage of Common Stock Outstanding | ||||||||||||||||
Immediately Prior to this Offering | Immediately After this Offering(1) | |||||||||||||||
Name and Address | Shares Owned | Percentage | Shares Owned | Percentage | ||||||||||||
Invesco Purchaser | ||||||||||||||||
Invesco Institutional (N.A.), Inc.(2) | 100 | * | * | |||||||||||||
All directors, director nominees and executive officers as a group |
* | Represents less than 1% of the common shares outstanding on a fully-diluted basis upon the closing of this offering. | |
(1) | Assumes issuance of (i) shares of common stock offered hereby, (ii) shares of common stock sold to the Invesco Purchaser in the concurrent private offering, and (iii) shares of restricted common stock to be granted to our independent directors pursuant to our equity incentive plan. Does not reflect (i) shares of common stock reserved for issuance upon exercise of the underwriters’ over-allotment, and (ii) shares of our common stock that may be issued by us upon a redemption of the OP units to be owned by the Invesco Purchaser upon completion of this offering. | |
(2) | These shares were purchased by Invesco Institutional (N.A.), Inc. as part of our initial capitalization. |
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• | the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty; |
• | the director or officer actually received an improper personal benefit in money, property or services; or |
• | in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. |
• | a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and |
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• | a written undertaking by the director or officer or on the director’s or officer’s behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the director or officer did not meet the standard of conduct. |
• | any present or former director or officer of our company who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity; or |
• | any individual who, while a director or officer of our company and at our request, serves or has served another corporation, REIT, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner or trustee of such corporation, REIT, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity. |
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• | any person from beneficially or constructively owning, applying certain attribution rules of the Internal Revenue Code, our shares of stock that would result in our being “closely held” under Section 856(h) of the Internal Revenue Code or otherwise cause us to fail to qualify as a REIT; and |
• | any person from transferring our shares of stock if such transfer would result in our shares of stock being owned by fewer than 100 persons (determined without reference to any rules of attribution). |
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• | to rescind as void any vote cast by a purported record transferee prior to our discovery that the shares have been transferred to the trust; and |
• | to recast the vote in accordance with the desires of the trustee acting for the benefit of the beneficiary of the trust. |
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CORPORATION LAW AND OUR CHARTER AND BYLAWS
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• | a classified board; | ||
• | a two-thirds vote requirement for removing a director; | ||
• | a requirement that the number of directors be fixed only by vote of the directors; | ||
• | a requirement that a vacancy on the board be filled only by the remaining directors in office and for the remainder of the full term of the class of directors in which the vacancy occurred; and | ||
• | a majority requirement for the calling of a special meeting of stockholders. |
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• | the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty; | ||
• | the director or officer actually received an improper personal benefit in money, property or services; or | ||
• | in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. |
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• | a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and |
• | a written undertaking by the director or officer or on the director’s or officer’s behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the director or officer did not meet the standard of conduct. |
• | any present or former director or officer who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity; or |
• | any individual who, while a director or officer of our company and at our request, serves or has served another corporation, REIT, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner or trustee of such corporation, REIT, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity. |
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• | all expenses relating to our formation and continuity of existence; | ||
• | all expenses relating to any offerings and registrations of securities; | ||
• | all expenses associated with our preparation and filing of any periodic reports under federal, state or local laws or regulations; | ||
• | all expenses associated with our compliance with applicable laws, rules and regulations; and | ||
• | all other operating or administrative costs of ours incurred in the ordinary course of its business. |
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• | U.S. expatriates; | ||
• | persons who mark-to-market our common stock; | ||
• | subchapter S corporations; | ||
• | U.S. stockholders (as defined below) whose functional currency is not the U.S. dollar; | ||
• | financial institutions; | ||
• | insurance companies; | ||
• | broker-dealers; | ||
• | regulated investment companies (or RICs); | ||
• | trusts and estates; | ||
• | holders who receive our common stock through the exercise of employee stock options or otherwise as compensation; | ||
• | persons holding our common stock as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or other integrated investment; | ||
• | persons subject to the alternative minimum tax provisions of the Internal Revenue Code; | ||
• | persons holding their interest through a partnership or similar pass-through entity; | ||
• | persons holding a 10% or more (by vote or value) beneficial interest in us; and, except to the extent discussed below; | ||
• | tax-exempt organizations; and | ||
• | non-U.S. stockholders (as defined below). |
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• | We will be taxed at regular corporate rates on any undistributed income, including undistributed net capital gains. | ||
• | We may be subject to the “alternative minimum tax” on our items of tax preference, if any. | ||
• | If we have net income from prohibited transactions, which are, in general, sales or other dispositions of property held primarily for sale to customers in the ordinary course of business, other than foreclosure property, such income will be subject to a 100% tax. See “— Prohibited Transactions” and “— Foreclosure Property” below. | ||
• | If we elect to treat property that we acquire in connection with a foreclosure of a mortgage loan or from certain leasehold terminations as “foreclosure property,” we may thereby avoid (a) the 100% tax on gain from a resale of that property (if the sale would otherwise constitute a prohibited transaction) and (b) the inclusion of any income from such property not qualifying for purposes of the REIT gross income tests discussed below, but the income from the sale or operation of the property may be subject to corporate income tax at the highest applicable rate (currently 35%). | ||
• | If we fail to satisfy the 75% gross income test or the 95% gross income test, as discussed below, but nonetheless maintain our qualification as a REIT because other requirements are met, we will be subject to a 100% tax on an amount equal to (a) the greater of (1) the amount by which we fail the 75% gross income test or (2) the amount by which we fail the 95% gross income test, as the case may be, multiplied by (b) a fraction intended to reflect our profitability. | ||
• | If we fail to satisfy any of the REIT asset tests, as described below, other than a failure of the 5% or 10% REIT asset tests that do not exceed a statutory de minimis amount as described more fully below, but our failure is due to reasonable cause and not due to willful neglect and we nonetheless maintain our REIT qualification because of specified cure provisions, we will be required to pay a tax equal to the greater of $50,000 or the highest corporate tax rate (currently 35%) of the net income generated by the nonqualifying assets during the period in which we failed to satisfy the asset tests. |
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• | If we fail to satisfy any provision of the Internal Revenue Code that would result in our failure to qualify as a REIT (other than a gross income or asset test requirement) and the violation is due to reasonable cause, we may retain our REIT qualification but we will be required to pay a penalty of $50,000 for each such failure. | ||
• | If we fail to distribute during each calendar year at least the sum of (a) 85% of our REIT ordinary income for such year, (b) 95% of our REIT capital gain net income for such year and (c) any undistributed taxable income from prior periods (or the required distribution), we will be subject to a 4% excise tax on the excess of the required distribution over the sum of (1) the amounts actually distributed (taking into account excess distributions from prior years), plus (2) retained amounts on which income tax is paid at the corporate level. | ||
• | We may be required to pay monetary penalties to the IRS in certain circumstances, including if we fail to meet record-keeping requirements intended to monitor our compliance with rules relating to the composition of our stockholders, as described below in “— Requirements for Qualification as a REIT.” | ||
• | A 100% excise tax may be imposed on some items of income and expense that are directly or constructively paid between us and any TRSs we may own if and to the extent that the IRS successfully adjusts the reported amounts of these items. | ||
• | If we acquire appreciated assets from a corporation that is not a REIT in a transaction in which the adjusted tax basis of the assets in our hands is determined by reference to the adjusted tax basis of the assets in the hands of the non-REIT corporation, we will be subject to tax on such appreciation at the highest corporate income tax rate then applicable if we subsequently recognize gain on a disposition of any such assets during the 10-year period following their acquisition from the non-REIT corporation. The results described in this paragraph assume that the non-REIT corporation will not elect, in lieu of this treatment, to be subject to an immediate tax when the asset is acquired by us. | ||
• | We will generally be subject to tax on the portion of any excess inclusion income derived from an investment in residual interests in real estate mortgage investment conduits or REMICs to the extent our stock is held by specified tax-exempt organizations not subject to tax on unrelated business taxable income. Similar rules will apply if we own an equity interest in a taxable mortgage pool through a subsidiary REIT of our operating partnership. To the extent that we own a REMIC residual interest or a taxable mortgage pool through a TRS, we will not be subject to this tax. | ||
• | We may elect to retain and pay income tax on our net long-term capital gain. In that case, a stockholder would include its proportionate share of our undistributed long-term capital gain (to the extent we make a timely designation of such gain to the stockholder) in its income, would be deemed to have paid the tax that we paid on such gain, and would be allowed a credit for its proportionate share of the tax deemed to have been paid, and an adjustment would be made to increase the stockholder’s basis in our common stock. | ||
• | We may have subsidiaries or own interests in other lower-tier entities that are subchapter C corporations, the earnings of which could be subject to U.S. federal corporate income tax. |
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(a) | the sum of: |
• | 90% of our “REIT taxable income” (computed without regard to our deduction for dividends paid and our net capital gains); and |
• | 90% of the net income (after tax), if any, from foreclosure property (as described below); minus |
(b) | the sum of specified items of non-cash income that exceeds a percentage of our income. |
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• | a citizen or resident of the U.S.; | ||
• | a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the U.S. or of a political subdivision thereof (including the District of Columbia); | ||
• | an estate whose income is subject to U.S. federal income taxation regardless of its source; or | ||
• | any trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person. |
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Underwriter | Number of Shares | |||
Credit Suisse Securities (USA) LLC | ||||
Morgan Stanley & Co. Incorporated | ||||
Total |
Total Fees | ||||||||||||
Without Exercise of | With Full Exercise of | |||||||||||
the Over-Allotment | the Over-Allotment | |||||||||||
Fee per Share | Option | Option | ||||||||||
Discounts and commissions paid by us |
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Page | ||
F-2 | ||
Audited Financial Statements: | ||
F-3 | ||
F-4 | ||
F-5 | ||
F-6 | ||
F-7 |
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Invesco Agency Securities Inc.
September 24, 2008
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(A Maryland Corporation in the Developmental Stage)
August 31, 2008
ASSETS | ||||
Cash | $ | 1,000 | ||
Other assets, deferred offering costs | 711,504 | |||
Total assets | $ | 712,504 | ||
LIABILITIES AND STOCKHOLDER’S DEFICIENCY | ||||
Due to affiliate | $ | 721,504 | ||
Total liabilities | 721,504 | |||
Stockholder’s deficiency | ||||
Common stock, $0.01 par value, 100,000 shares authorized, 100 shares issued and outstanding | $ | 1 | ||
Additional paid in capital | 999 | |||
Accumulated deficit during development stage | (10,000 | ) | ||
Total stockholder’s deficiency | (9,000 | ) | ||
Total liabilities and stockholder’s deficiency | $ | 712,504 | ||
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(A Maryland Corporation in the Developmental Stage)
For the Period from June 5, 2008 (date of incorporation) to August 31, 2008
Revenues | $ | — | ||
Operating expenses | — | |||
Organizational costs | 10,000 | |||
Net loss | $ | (10,000 | ) | |
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(A Maryland Corporation in the Developmental Stage)
For the Period from June 5, 2008 (date of incorporation) to August 31, 2008
Additional | ||||||||||||||||||||
Common Stock | Paid in | Accumulated | ||||||||||||||||||
Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
Balance at June 5, 2008 | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
Issuance of common stock | 100 | 1 | 999 | — | 1,000 | |||||||||||||||
Net loss | — | — | — | (10,000 | ) | (10,000 | ) | |||||||||||||
Balance at August 31, 2008 | 100 | $ | 1 | $ | 999 | $ | (10,000 | ) | $ | (9,000 | ) | |||||||||
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(A Maryland Corporation in the Developmental Stage)
For the Period from June 5, 2008 (date of incorporation) to August 31, 2008
Cash Flows from Operating Activities | ||||
Net loss | $ | (10,000 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Changes in operating assets and liabilities | ||||
Increase in other assets, deferred offering costs | (711,504 | ) | ||
Increase in due to affiliate | 721,504 | |||
Net cash used in operating activities | (— | ) | ||
Cash Flows from Financing Activities | ||||
Proceeds from issuance of common stock | 1,000 | |||
Net cash provided by financing activities | 1,000 | |||
Net change in cash | 1,000 | |||
Cash, Beginning of Period | — | |||
Cash, End of Period | $ | 1,000 | ||
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(A Maryland Corporation in the Developmental Stage)
August 31, 2008
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(A Maryland Corporation in the Developmental Stage)
August 31, 2008
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(A Maryland Corporation in the Developmental Stage)
August 31, 2008
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(A Maryland Corporation in the Developmental Stage)
August 31, 2008
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(A Maryland Corporation in the Developmental Stage)
August 31, 2008
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(A Maryland Corporation in the Developmental Stage)
August 31, 2008
(1) | The initial transfer of and repurchase financing cannot be contractually contingent; |
(2) | The repurchase financing entered into between the parties provides full recourse to the transferee and the repurchase price is fixed; |
(3) | The financial asset has an active market and the transfer is executed at market rates; and |
(4) | The repurchase agreement and financial asset do not mature simultaneously. |
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(A Maryland Corporation in the Developmental Stage)
August 31, 2008
Type | Description | |
Management fee: | 1.50% of our stockholders’ equity up to $500 million and 1.25% of our stockholders’ equity in excess of $500 million, per annum and calculated and payable quarterly in arrears. For purposes of calculating the management fee, our stockholders’ equity means the sum of the net proceeds from all issuances of our equity securities since inception (allocated on a pro rata daily basis for such issuances during the fiscal quarter of any such issuance), plus our retained earnings at the end of the most recently completed calendar quarter (without taking into account any non-cash equity compensation expense incurred in current or prior periods), less any amount that we pay to repurchase our common stock since inception, and excluding any unrealized gains, losses or other items that do not affect realized net income (regardless of whether such items are included in other comprehensive income or loss, or in net income). This amount will be adjusted to exclude one-time events pursuant to changes in accounting principles generally accepted in the United States, or GAAP, and certain non-cash items after discussions between our Manager and our independent directors and approved by a majority of our independent directors. Our stockholders’ equity, for purposes of calculating the management fee, could be greater or less than the amount of stockholders’ equity shown on our financial statements. We will treat outstanding limited partner interests (not held by us) as outstanding shares of capital stock for purposes of calculating the management fee. |
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(A Maryland Corporation in the Developmental Stage)
August 31, 2008
Type | Description | |
Expense reimbursement | Reimbursement of operating expenses related to us incurred by our Manager, including certain salary expenses and other expenses related to legal, accounting, due diligence and other services, and including fees payable to our sub-advisor, Invesco AIM Advisors. Our reimbursement obligation is not subject to any dollar limitation. | |
Termination fee | Termination fee equal to three times the sum of the average annual management fee earned by our Manager during the prior 24-month period prior to such termination, calculated as of the end of the most recently completed fiscal quarter. | |
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Common Stock
PROSPECTUS
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INFORMATION NOT REQUIRED IN PROSPECTUS
Item 31. | Other Expenses of Issuance and Distribution. |
Securities and Exchange Commission registration fee | $ | 9,825 | ||
Financial Industry Regulatory Authority, Inc. filing fee | $ | 25,500 | ||
NYSE listing fee | $ | 150,000 | ||
Legal fees and expenses (including Blue Sky fees) | * | |||
Accounting fees and expenses | * | |||
Printing and engraving expenses | * | |||
Transfer agent fees and expenses | * | |||
Miscellaneous | * | |||
Total | * |
* | To be furnished by amendment. |
Item 32. | Sales to Special Parties. |
Item 33. | Recent Sales of Unregistered Securities. |
Item 34. | Indemnification of Directors and Officers. |
• | the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty; | ||
• | the director or officer actually received an improper personal benefit in money, property or services; or | ||
• | in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. |
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• | a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and | ||
• | a written undertaking by the director or officer or on the director’s or officer’s behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the director or officer did not meet the standard of conduct. |
• | any present or former director or officer who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity; or | ||
• | any individual who, while a director or officer of our company and at our request, serves or has served another corporation, REIT, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner or trustee of such corporation, REIT, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity. |
Item 35. | Treatment of Proceeds from Stock Being Registered. |
Item 36. | Financial Statements and Exhibits. |
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Exhibit Number | Exhibit Description | |
1.1* | Form of Underwriting Agreement among Invesco Agency Securities Inc., IAS Operating Partnership LP, Invesco Institutional (N.A.), Inc. and the underwriters named therein | |
3.1† | Form of Articles of Amendment and Restatement of Invesco Agency Securities Inc. | |
3.2† | Bylaws of Invesco Agency Securities Inc. | |
4.1* | Specimen Common Stock Certificate of Invesco Agency Securities Inc. | |
5.1* | Opinion of Clifford Chance US LLP (including consent of such firm) | |
8.1* | Tax Opinion of Clifford Chance US LLP (including consent of such firm) | |
10.1* | Form of Securities Purchase Agreement among Invesco Agency Securities Inc., IAS Operating Partnership LP and the Invesco Purchaser | |
10.2† | Form of Registration Rights Agreement among Invesco Agency Securities Inc. and the Invesco Purchaser | |
10.3* | Form of Management Agreement among Invesco Institutional (N.A.), Inc., Invesco Agency Securities Inc. and IAS Operating Partnership LP | |
10.4† | Form of Agreement of Limited Partnership of IAS Operating Partnership LP between Invesco Agency Securities Inc. and the Invesco Purchaser | |
10.5† | Equity Incentive Plan of Invesco Agency Securities Inc. | |
10.6* | Form of Restricted Common Stock Award Agreement | |
10.7* | Form of Stock Option Grant | |
23.1* | Consent of Clifford Chance US LLP (included in Exhibit 5.1) | |
23.2* | Consent of Clifford Chance US LLP (included in Exhibit 8.1) | |
23.3** | Consent of Grant Thornton LLP | |
99.1** | Consent of Independent Director Nominee James S. Balloun | |
99.2** | Consent of Independent Director Nominee John S. Day | |
99.3** | Consent of Independent Director Nominee Neil Williams |
† | Filed previously. | |
* | To be filed by amendment. | |
** | Filed herewith. |
Item 37. | Undertakings. |
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Invesco Agency Securities Inc. | ||||
By: | /s/ Richard J. King | |||
Richard J. King, President and Chief Executive Officer | ||||
Signatures | Title | Date | |||||
By: | /s/ Richard J. King Richard J. King | President and Chief Executive Officer (principal executive officer) | December 19, 2008 | ||||
By: | * David A. Hartley | Chief Financial Officer (principal financial officer) | December 19, 2008 | ||||
By: | * G. Mark Armour | Director | December 19, 2008 | ||||
By: | * Karen Dunn Kelley | Director | December 19, 2008 | ||||
*By: | /s/ Richard J. King Attorney-in-fact |
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Exhibit Number | Exhibit Description | |
1.1* | Form of Underwriting Agreement among Invesco Agency Securities Inc., IAS Operating Partnership LP, Invesco Institutional (N.A.), Inc. and the underwriters named therein | |
3.1† | Form of Articles of Amendment and Restatement of Invesco Agency Securities Inc. | |
3.2† | Bylaws of Invesco Agency Securities Inc. | |
4.1* | Specimen Common Stock Certificate of Invesco Agency Securities Inc. | |
5.1* | Opinion of Clifford Chance US LLP (including consent of such firm) | |
8.1* | Tax Opinion of Clifford Chance US LLP (including consent of such firm) | |
10.1* | Form of Securities Purchase Agreement among Invesco Agency Securities Inc., IAS Operating Partnership LP and the Invesco Purchaser | |
10.2† | Form of Registration Rights Agreement among Invesco Agency Securities Inc. and the Invesco Purchaser | |
10.3* | Form of Management Agreement among Invesco Institutional (N.A.), Inc., Invesco Agency Securities Inc. and IAS Operating Partnership LP | |
10.4† | Form of Agreement of Limited Partnership of IAS Operating Partnership LP between Invesco Agency Securities Inc. and the Invesco Purchaser | |
10.5† | Equity Incentive Plan of Invesco Agency Securities Inc. | |
10.6* | Form of Restricted Common Stock Award Agreement | |
10.7* | Form of Stock Option Grant | |
23.1* | Consent of Clifford Chance US LLP (included in Exhibit 5.1) | |
23.2* | Consent of Clifford Chance US LLP (included in Exhibit 8.1) | |
23.3** | Consent of Grant Thornton LLP | |
99.1** | Consent of Independent Director Nominee James S. Balloun | |
99.2** | Consent of Independent Director Nominee John S. Day | |
99.3** | Consent of Independent Director Nominee Neil Williams |
† | Filed previously. | |
* | To be filed by amendment. | |
** | Filed herewith. |
II-5