Current Report Filing (8-k)
May 04 2022 - 04:26PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 3,
2022
Invesco Mortgage Capital Inc.
(Exact name of registrant as specified in its charter)
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Maryland |
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001-34385 |
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26-2749336 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
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1555 Peachtree Street, NE, |
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Atlanta, |
Georgia |
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30309 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
(404) 892-0896
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 (see
General Instruction A.2. below):
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☐ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class |
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Trading Symbol |
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Name of Each Exchange on Which Registered |
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Common Stock, par value $0.01 per share |
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IVR |
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New York Stock Exchange |
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7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred
Stock |
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IVRpB |
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New York Stock Exchange |
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7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred
Stock |
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IVRpC |
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New York Stock Exchange |
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.
☐
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Item 2.02
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Results of Operations and Financial Condition. |
On May 4, 2022, Invesco Mortgage Capital Inc. (the
“registrant”) issued a press release announcing its financial
results for the quarter ended March 31, 2022 (the
“Release”).
The Release is attached to this Report as Exhibit 99.1 and the
information contained in the Release is incorporated into this
Item 2.02 by this reference. The information contained in this
Item 2.02 is being “furnished” and shall not be deemed “filed” for
the purposes of Section 18 of the Securities Exchange Act of
1934, as amended (“Exchange Act”), or otherwise subject to the
liabilities of that section. The information in this Item 2.02
shall not be incorporated by reference into any registration
statement or other document pursuant to the Securities Act of 1933,
as amended, or into any filing or other document pursuant to the
Exchange Act, except as otherwise expressly stated in such
filing.
Share Repurchase Program
On May 3, 2022, the registrant’s Board of Directors approved a
preferred stock repurchase program authorizing the registrant to
repurchase up to three million shares of its 7.75%
Fixed-to-Floating Series B Cumulative Redeemable Preferred Stock
and up to five million shares of its 7.50% Fixed-to-Floating Series
C Cumulative Redeemable Preferred Stock (the “Preferred Stock
Repurchase Program”). Repurchases under the Preferred Stock
Repurchase Program may be made at management’s discretion from time
to time on the open market, in privately negotiated transactions or
otherwise, in each case subject to compliance with all Securities
and Exchange Commission rules and other legal requirements, and may
be made in part under one or more Rule 10b5-1 plans, which permit
stock repurchases at times when the Company might otherwise be
precluded from doing so.
There is no guarantee as to the exact number of shares that will be
repurchased under the Preferred Stock Repurchase Program, or that
any repurchases will occur. In addition, the Preferred Stock
Repurchase Program may be suspended, extended or terminated by the
registrant at any time without prior notice.
Reverse Stock Split
On May 3, 2022, the registrant’s Board of Directors also approved a
reverse stock split of the registrant’s common stock at a ratio of
1-for-10. The reverse stock split is expected to take effect
following the close of business on June 3, 2022 (the "Effective
Time").
Accordingly, at the Effective Time, every ten issued and
outstanding shares of the registrant’s common stock will be
converted into one share of the registrant’s common stock. The
registrant’s common stock is expected to begin trading on the New
York Stock Exchange on a post-split basis beginning on June 6, 2022
under a new CUSIP number: 46131B704.
No fractional shares will be issued in connection with the reverse
stock split. Instead, each stockholder holding fractional shares
will be entitled to receive, in lieu of such fractional shares,
cash in an amount determined based on the closing price of the
registrant’s common stock on the date of the Effective Time. The
reverse stock split will apply to all of the registrant’s
outstanding shares of common stock and will not affect any
stockholder’s ownership percentage of shares of the registrant’s
common stock, except for de minimis changes resulting from the
payment of cash in lieu of fractional shares. Stockholders of
record will be receiving information from Computershare Trust
Company, N.A., the registrant’s transfer agent ("Computershare"),
regarding their stock ownership following the reverse stock split
and applicable payments of cash in lieu of fractional
shares.
Stockholders with certificated shares of common stock will receive
a letter of transmittal from Computershare with instructions on how
to surrender certificates representing pre-split shares.
Stockholders with book-entry shares or who hold their shares
through a bank, broker or other nominee will not need to take any
action. Stockholders of record will be receiving information from
Computershare regarding their stock ownership following the reverse
stock split and cash in lieu of fractional share payments, if
applicable.
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Item 9.01 |
Financial Statements and Exhibits. |
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Exhibit No.
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Description
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99.1 |
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104 |
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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.
Invesco Mortgage Capital Inc.
By:
/s/ R. Lee Phegley, Jr.
R. Lee Phegley, Jr.
Chief Financial Officer
Date: May 4, 2022
Invesco Mortgage Capital (NYSE:IVR)
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