Item 1.01. Entry into a Material Definitive Agreement
On
The Company expects to use the net proceeds of the offering to invest in a targeted mix of Agency RMBS and for general corporate purposes. The Company then expects to borrow against the Agency RMBS that it purchases with the net proceeds of this offering through repurchase agreements and use the proceeds of the borrowings to acquire additional Agency RMBS.
The Underwriting Agreement contains customary representations, warranties and covenants by the Company. The Company also agreed to indemnify the Underwriter against certain specified types of liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the Underwriter may be required to make in respect of these liabilities. In the ordinary course of business, the Underwriter or its affiliates have engaged, and may in the future engage, in various financing, commercial banking and investment banking services with, and provide financial advisory services to, the Company and its affiliates for which they have and may receive customary fees and expenses.
The shares of Common Stock were issued pursuant to the Company's shelf
registration statement on Form S-3 (File No. 333-236144), which was declared
effective by the
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is
incorporated herein by reference. The foregoing description of the Underwriting
Agreement is qualified in its entirety by reference to the full text of the
Underwriting Agreement. In connection with the filing of the Underwriting
Agreement, the Company is filing as Exhibit 5.1 hereto an opinion of its
Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated as ofJanuary 20, 2021 , by and among theCompany, Bimini Advisors, LLC andJ.P. Morgan Securities LLC , as the sole underwriter 5.1 Opinion ofVenable LLP , datedJanuary 22, 2021 , with respect to the legality of the shares 8.1 Opinion ofVinson & Elkins L.L.P. , datedJanuary 22, 2021 , with respect to tax matters 23.1 Consent ofVenable LLP (included in Exhibit 5.1) 23.2 Consent ofVinson & Elkins L.L.P. (included in Exhibit 8.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRLdocument)
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