Explanatory Note
On December 18, 2017, 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 equity distribution agreement (the “Equity Distribution Agreement”) with JMP Securities LLC (the “Placement Agent”) pursuant to which the Company may sell up to 17,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), from time to time through the Placement Agent (the “Offering”). A copy of the Equity Distribution Agreement is filed as Exhibit 1.1 to the Current Report on Form8-K filed by the Company on December 19, 2017. The Shares were initially offered pursuant to the Company’s shelf registration statement on FormS-3 (RegistrationNo. 333-210454), which became effective upon filing with the Securities and Exchange Commission (the “Commission”) on March 29, 2016 (the “2016 Registration Statement”). On February 27, 2019, the Company filed a new registration statement on FormS-3 (RegistrationNo. 333-229917), which became effective upon filing with the Commission (the “Registration Statement”), to replace the expiring 2016 Registration Statement. On March 18, 2019, the Company filed a prospectus supplement pursuant to Rule 424(b)(5) related to the securities that remain unsold pursuant to the Offering. This Current Report on Form8-K (the “Report”) is being filed to provide exhibits to be incorporated by reference into the Registration Statement.
| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 18, 2019, the Company, the Operating Partnership and the Manager entered into an amendment to the Equity Distribution Agreement (“Amendment No. 1”) to update references to the Registration Statement, update certain representations and make certain other updates to reflect changes that have occurred since the date of the original Equity Distribution Agreement.
Pursuant to General Instruction F to the Commission’s Current Report on Form8-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 into this Item 1.01 by this reference.
| Item 9.01. | Financial Statements and Exhibits. |
The materials that are being filed as exhibits to this Report are being filed pursuant to Item 601 of the Commission’s RegulationS-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, either individually or in the aggregate, a “fundamental change” (as such term is used in Item 512(a)(1)(ii) of the Commission’s RegulationS-K) in the information set forth in, and incorporated by reference into, the Registration Statement.
