As filed with the Securities and Exchange Commission on June 17, 2021
File No. 333-229917
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON
FORM S-3
(FILE NO. 333-229917)
UNDER
THE SECURITIES ACT OF 1933
Invesco Mortgage Capital Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland | 26-2749336 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
1555 Peachtree Street, N.E., Suite 1800
Atlanta, Georgia 30309
Telephone: (404) 892-0896
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Robert H. Rigsby, Esq.
1555 Peachtree Street, N.E., Suite 1800
Atlanta, Georgia 30309
Telephone: (404) 479-2945
Facsimile: (404) 962-8206
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Mark C. Kanaly, Esq.
Alston & Bird LLP
1201 W. Peachtree Street
Atlanta, Georgia 30309-3424
Telephone: (404) 881-7000
Facsimile: (404) 253-8390
Approximate date of commencement of proposed sale to the public: N/A
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
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 7(a)(2)(B) of the Securities Act. ☐
TERMINATION OF REGISTRATION
This Post-Effective Amendment relates to the registration statement on Form S-3 (Registration No. 333-229917), filed by Invesco Mortgage Capital Inc., a Maryland corporation (the “Company”), with the Securities and Exchange Commission on February 27, 2019, which registered the offering of an indeterminate amount of the Company’s common stock, $0.01 par value per share, preferred stock, depositary shares, warrants, shareholder rights, debt securities and units. On March 19, 2019, the Company filed a prospectus supplement pursuant to Rule 424(b)(5) to register (a) 1,500,000 Shares of 7.75% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Shares”), (b) 1,500,000 Shares of 7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred Stock and (c) 4,000,000 Shares of 7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock.
The offering of the Series A Preferred Shares pursuant to the Registration Statement has been terminated. The registrant hereby removes from registration all of the Series A Preferred Shares registered under the Registration Statement that remain unsold under such Registration Statement as of the filing date of this Post-Effective Amendment.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on June 17, 2021.
Invesco Mortgage Capital Inc. | ||
By: | /s/ John M. Anzalone | |
John M. Anzalone | ||
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signatures | Title | Date | ||||
By: | /s/ John M. Anzalone | Chief Executive Officer (principal executive officer) | June 17, 2021 | |||
John M. Anzalone | ||||||
By: | /s/ R. Lee Phegley, Jr. | Chief Financial Officer (principal financial officer) | June 17, 2021 | |||
R. Lee Phegley, Jr. | ||||||
By: | /s/ Roseann M. Perlis | Chief Accounting Officer (principal accounting officer) | June 17, 2021 | |||
Roseann M. Perlis | ||||||
By: | /s/ John S. Day* | Director | June 17, 2021 | |||
John S. Day | ||||||
By: | /s/ Carolyn B. Handlon* | Director | June 17, 2021 | |||
Carolyn B. Handlon | ||||||
By: | /s/ Edward J. Hardin* | Director | June 17, 2021 | |||
Edward J. Hardin | ||||||
By: | /s/ James R. Lientz, Jr.* | Director | June 17, 2021 | |||
James R. Lientz, Jr. | ||||||
By: | /s/ Dennis P. Lockhart* | Director | June 17, 2021 | |||
Dennis P. Lockhart | ||||||
By: | /s/ Gregory G. McGreevey* | Director | June 17, 2021 | |||
Gregory G. McGreevey | ||||||
By: | /s/ Beth A. Zayicek | Director | June 17, 2021 | |||
Beth A. Zayicek | ||||||
* By: | /s/ Robert H. Rigsby | |||||
Robert H. Rigsby Attorney-in-fact |