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):
November 17, 2021, (
November 16, 2021
)
Orchid Island Capital, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland
001-35236
27-3269228
(State or Other Jurisdiction of
Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
3305 Flamingo Drive
,
Vero Beach
,
Florida
32963
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code
(
772
)
231-1400
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:
☐
☐
☐
☐
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
ORC
NYSE
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.
Effective as of November 16, 2021, Orchid Island Capital, Inc. (the “Company”) and the Company’s external manager, Bimini
Advisors, LLC (the “Manager”), entered into a Third Amendment (the “Amendment”) to the Management Agreement between
the Company and the Manager dated February 20, 2013 (the “Agreement”). The Agreement was previously amended on April
1, 2014 and June 30, 2014.
Pursuant to the Agreement, the Manager performs management and other activities relating to the mortgage-backed securities
portfolio, business activities and day-to-day operations of the Company as set forth in the Management Agreement, and
provides the Company with its management team. In consideration for such services, the Manager receives management fees
as well as reimbursement of certain costs and expenses. Certain repurchase agreement trading, clearing and administrative
services have been provided to the Company by AVM, L.P. (“AVM”). Pursuant to Section 7 of the Agreement, the Company
is required to pay the fees for such services directly to AVM.
Pursuant to the Amendment, the Company and the Manager have agreed the services that are currently performed by AVM
will be performed by the Manager. Bimini Capital Management, Inc., the sole member of the Manager (“Bimini”), has hired
Patrick Doyle, effective as of December 1, 2021, to perform the services currently handled by AVM. The transition of such
services from AVM to the Manager shall occur on the first business day immediately after the termination of the Company’s
arrangements with AVM, which the Company currently expects will occur on approximately March 31, 2022.
Pursuant to the Amendment, following termination of the AVM arrangements and in consideration for the repurchase
agreement trading, clearing and administrative services being performed by the Manager, the Company will pay the following
fees to the Manager:
●
A daily fee for repurchase agreement funding transaction services that is based on the outstanding principal balance
of the Company’s repurchase agreement funding. The fee for each day shall be equal to the product of the outstanding
principal balance of repurchase agreement funding in place as of the end of such day and the applicable basis point
factor set forth in Appendix A of the Amendment, divided by 360; and
●
A fee for the clearing and operational services provided by personnel of the Manager equal to $10,000 per month.
Pursuant to the Amendment, the Company is also required to pay its allocable share of fees incurred for safekeeping,
transactions and cash services provided to the Company by the Bank of New York Mellon (the “BNYM Fee”) directly to the
Bank of New York Mellon. The Company’s allocable share of the BNYM Fee shall be equal to the Company’s percentage of
all assets under management by the Manager, inclusive of Bimini’s assets (measured as of the first day of each month).
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the entire
Amendment, a copy of which is attached hereto as Exhibit 10.1, and incorporated herein by reference.
ITEM 7.01. REGULATION FD DISCLOSURE.
The Company also issued a press release today announcing that Mr. Doyle has been hired by Bimini and that the repurchase
agreement funding services and clearing and operational functions currently handled by AVM are being internalized by the
Manager and will be handled by employees of the Manager following a transition period. This press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
The information referenced in this Item 7.01 (including Exhibit 99.1 referenced in Item 9.01 below) is being “furnished” under
this Item 7.01. Regulation FD Disclosure and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be incorporated
by reference into any registration statement or other document filed by the Company pursuant to the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such filing.
Caution About Forward-Looking Statements.
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995 and other federal securities laws, including, but not limited to, statements about the timing of the transition
of services from AVM to the Manager. These forward-looking statements are based upon the Company’s present expectations,
but the Company cannot assure investors that actual results will not vary from the expectations contained in the forward-looking
statements. Investors should not place undue reliance upon forward looking statements. For further discussion of the factors
that could affect outcomes, please refer to the “Risk Factors” section of the Company's Annua l Report on Form 10-K for the
fiscal year ended December 31, 2020. All forward-looking statements speak only as of the date on which they are made. New
risks and uncertainties arise over time, and it is not possible to predict those events or how they may affect the Company.
Except as required by law, the Company is not obligated to, and does not intend to, update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
10.1
99.1
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.
Date: November 17, 2021
By:
/s/ Robert E. Cauley
Robert E. Cauley
Chairman and Chief Executive Officer