Current Report Filing (8-k)
13 Juni 2019 - 7:49PM
Edgar (US Regulatory)
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):
June
11
, 2019
___________
DYNEX CAPITAL, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
|
|
|
Virginia
|
1-9819
|
|
52-1549373
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.)
|
4991 Lake Brook Drive, Suite 100
Glen Allen, Virginia
|
|
23060-9245
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Registrant's telephone number, including area code:
(804) 217-5800
Not Applicable
(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:
|
|
|
|
|
|
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
o
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, $.01 par value
|
|
DX
|
|
New York Stock Exchange
|
8.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share
|
|
DXPRA
|
|
New York Stock Exchange
|
7.625% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share
|
|
DXPRB
|
|
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
o
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.
o
Item 1.01
Entry into a Material Definitive Agreement.
Effective
June
1
1
, 2019, Issued Holdings Capital Corpor
ation (“
IHCC
”), a direct, wholly-owned subsidiary of Dynex Capital, Inc. (the “
Company
”), and the Company, as guarantor, entered into an Amendment No.
6
to IHCC’s Master Repurchase and Securities Contract (as amended, the “
Repurchase Agreement
”) with Wells Fargo Bank, N. A. (“
Wells Fargo
”).
Amendment
No. 6
extends the maturity date of the Repurchase Agreement to June 1
1
, 20
21
, subject to early termination provisions contained in the Repurchase Agreement
,
eliminates
the transaction exit fee of 1
%
, and re
duces
the aggregate maximum borrowing capacity under the Repurchase Agreement
to $
250
million.
In addition
,
and also
effective June 11, 2019,
the
guarantee agreement (the “Guarantee Agreement”) under which the Company fully guarantees all of IHCC’s payment and performance obligations under the Repurchase Agreement
,
w
as
also
am
ended
(
herein referred to as "Amendment N
o. 2"
)
.
Amendment No. 2 amended the financial co
venant in the Guarantee Agreement gov
erning the Company's maximum indebtedness to consoli
dated net worth to re
quire the Company to maintain at all times a ratio of "
C
onsolidated Indebtedness" to "Consolidated Net Wo
rth" not gr
eater than the "Maximum Debt to Equity Ratio
" with all defined terms having the meaning given them in the Guar
antee Agreement. Financial coven
ants in the Guarantee
Agreement regarding minimum liquidity and Consolidated Net Worth
were unchanged.
See the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on August 8, 2012, October 7, 2013, February 11, 2015, May 3, 2016
,
and
May 17, 2017
, and
on
Form 8-K/A on
M
ay 1
6
, 2019
for additional disclosure regarding the terms of the Repurchase Agreement
and the Guarantee Agreement
, both as previously amended
. The Repurchase Agreement
and the Guarantee Agreement contain representations, warranties, covenants, events of default and indemnities that are customary for agreements of this type. The Guarantee Agreement also contains financial covenants that require the Company to meet at all times minimum consolidated net worth, minimum liquidity, and maximum indebtedness to consolidated net worth requirements.
The foregoing description
s
of
Amendment
No. 6 to the Repurchase Agreement and Amendment No. 2 to the Guarantee Agreement
are
qualified in
their
entirety by reference to the full text of the
respective
Amendment
s
, which ha
ve
been filed with this Current Report on Form 8-K as Exhibit
s
10.23.
6
and 10.24.
2
.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01 above, the content of which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DYNEX CAPITAL, INC.
|
|
|
|
|
|
|
Date:
|
June 13, 2019
|
|
By:
|
/s/ Jeffrey L. Childress
|
|
|
|
|
Jeffrey L. Childress
|
|
|
|
|
Vice President and Controller
|
Dynex Capital Prfd B (NYSE:DXPB)
Historical Stock Chart
Von Nov 2024 bis Dez 2024
Dynex Capital Prfd B (NYSE:DXPB)
Historical Stock Chart
Von Dez 2023 bis Dez 2024
Echtzeit-Nachrichten über Dynex Capital Prfd B (New York Börse): 0 Nachrichtenartikel
Weitere Dynex Capital Inc News-Artikel