UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): July 29, 2019
CAPSTEAD MORTGAGE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
MARYLAND | 001-08896 | 75-2027937 | ||
(State or other jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||
8401 North Central Expressway Suite 800 Dallas, Texas | 75225 | |||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (214)874-2323
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbols | Name of each exchange on which registered | ||
Common Stock ($0.01 par value) | CMO | New York Stock Exchange | ||
7.50% Series E Cumulative Redeemable Preferred Stock ($0.10 par value) | CMOPRE | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule12b-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. |
On July 29, 2019, Capstead Mortgage Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Credit Suisse Securities (USA) LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to (i) the offer and sale of 9,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and (ii) the grant by the Company to the Underwriters of an option to purchase up to an additional 1,350,000 shares of Common Stock (together, the “Shares”). The offering closed on August 1, 2019. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report onForm 8-K and the description of the Underwriting Agreement contained herein is qualified in its entirety by reference to such exhibit.
The offering was conducted pursuant to the Company’s Registration Statement onForm S-3 (File No. 333-221908). The offering was made pursuant to the prospectus supplement, dated July 29, 2019, and the accompanying prospectus, dated December 5, 2017, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended.
A copy of the opinion of Hogan Lovells US LLP (US) relating to the legality of the issuance and sale of the Shares is attached to this Current Report onForm 8-K as Exhibit 5.1. A copy of the opinion of Hunton Andrews Kurth LLP with respect to certain tax matters is attached to this Current Report onForm 8-K as Exhibit 8.1.
ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
(d) | Exhibits. |
The following exhibits are filed herewith:
Exhibit No. | Description | |
1.1 | ||
5.1 | ||
8.1 | ||
23.1 | Consent of Hogan Lovells US LLP (US) (included in Exhibit 5.1) | |
23.2 | Consent of Hunton Andrews Kurth LLP (included in Exhibit 8.1) |
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.
CAPSTEAD MORTGAGE CORPORATION | ||||||
August 1, 2019 | By: | /s/ Lance J. Phillips | ||||
Lance J. Phillips | ||||||
Senior Vice President and Chief Financial Officer |