| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 26, 2021, Invesco Mortgage Capital Inc., a Maryland corporation (the “Company”), IAS Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and Invesco Advisers, Inc., a Delaware corporation (the “Manager”), entered into an Underwriting Agreement with Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., JMP Securities LLC and JonesTrading Institutional Services LLC (collectively, the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Company, an aggregate of 37,500,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”). In addition, the Company granted the Underwriters a 30-day option to purchase up to an additional 5,625,000 shares of Common Stock (the “Option Shares” and, together with the Firm Shares, the “Securities”).
The Securities were registered with the Securities and Exchange Commission (the “Commission”) pursuant to the Company’s shelf registration statement on Form S-3ASR (File No. 333-229917) (as the same may be amended and/or supplemented, the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”). The material terms of the Securities are described in the Company’s prospectus supplement, dated May 26, 2021 and filed with the Commission on May 27, 2021 pursuant to Rule 424(b)(5) of the Securities Act, which relates to the offer and sale of the Securities and supplements the Company’s prospectus, as filed with the Commission on February 27, 2019, contained in the Registration Statement.
The Company, the Operating Partnership and the Manager made certain customary representations, warranties and covenants concerning the Company, the Operating Partnership, the Manager and the Registration Statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act. The representations, warranties and covenants set forth in the Underwriting Agreement were made only for purposes of the Underwriting Agreement, and only as of the specified dates provided therein. The representations, warranties and covenants in the Underwriting Agreement were made solely for the benefit of the parties thereto, may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties rather than establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Underwriting Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
A copy of the Underwriting Agreement is attached to this Current Report on Form 8-K (this “Report”) as Exhibit 1.1 and is incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 1.1.
On June 1, 2021, the Company completed its public offering of 37,500,000 shares of its Common Stock pursuant to the Underwriting Agreement filed as Exhibit 1.1 to this Report (the “Offering”). The Company intends to use the net proceeds from the Offering to pay for the previously announced redemption of the issued and outstanding shares of the Company’s 7.75% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share, and to use any remaining net proceeds for general corporate purposes, which may include, among other things, repayment of maturing obligations, capital expenditures and working capital.
