Dynex Capital Enters Material Agreement

TL;DR

Dynex Capital just signed a big deal for its Series C Preferred Stock.

AI Summary

On June 5, 2024, Dynex Capital, Inc. entered into a material definitive agreement related to its Series C Preferred Stock. The company also reported other events and filed financial statements and exhibits.

Why It Matters

This filing indicates a significant contractual development for Dynex Capital, Inc., potentially impacting its financial structure and operations.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent risks.

Key Players & Entities

• Dynex Capital, Inc. (company) — Registrant
• June 5, 2024 (date) — Date of earliest event reported
• Series C Preferred Stock (security) — Subject of the material definitive agreement

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share DX New York Stock Exchange
• $11.88 — on Stock from the Company at a price of $11.88 per share, resulting in net proceeds of
• $124.54 m — ulting in net proceeds of approximately $124.54 million, after deducting the estimated ex

Filing Documents

• dx-20240605.htm (8-K) — 38KB
• exhibit11-underwritingagre.htm (EX-1.1) — 237KB
• exhibit51opinion.htm (EX-5.1) — 14KB
• exhibit81taxopinion.htm (EX-8.1) — 22KB
• exhibit991-pressreleaseann.htm (EX-99.1) — 10KB
• exhibit992-pressreleaseann.htm (EX-99.2) — 9KB
• image_0.jpg (GRAPHIC) — 6KB
• image_01.jpg (GRAPHIC) — 5KB
• image_01a.jpg (GRAPHIC) — 18KB
• image_0a.jpg (GRAPHIC) — 5KB
• 0000826675-24-000084.txt ( ) — 608KB
• dx-20240605.xsd (EX-101.SCH) — 2KB
• dx-20240605_def.xml (EX-101.DEF) — 16KB
• dx-20240605_lab.xml (EX-101.LAB) — 27KB
• dx-20240605_pre.xml (EX-101.PRE) — 16KB
• dx-20240605_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On June 5, 2024, Dynex Capital, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement"), between the Company and BTIG, LLC, as the representative of the underwriter listed on Schedule 1 thereto (the "Underwriter"), for the issuance and sale by the Company of 10,500,000 shares of its common stock, par value $0.01 per share (the "Common Stock"). The Underwriter agreed to purchase the Common Stock from the Company at a price of $11.88 per share, resulting in net proceeds of approximately $124.54 million, after deducting the estimated expenses of this offering, to the Company. In addition, the Company granted the Underwriter an option for 30 days to purchase up to an additional 1,575,000 shares of Common Stock. The Underwriting Agreement includes customary representations, warranties, covenants and closing conditions. It also provides for customary indemnification by each of the Company and certain affiliated entities and the Underwriter against certain liabilities and customary contribution provisions in respect of those liabilities. The transaction contemplated by the Underwriting Agreement closed on June 7, 2024. The offering and sale of Common Stock were made pursuant to a preliminary prospectus supplement related to the Company's effective shelf registration statement on Form S-3 (File No. 333-257318), which has been filed with the Securities and Exchange Commission. A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto and incorporated herein by reference. The foregoing summary does not purport to be a complete description and is qualified in its entirety by reference to 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 counsel, Mayer Brown LLP, with respect to the legality of the shares, and as Exhibit 8.1 hereto an opinion of Mayer Brown LLP with respe

01 – Other Events

Item 8.01 – Other Events. On June 5, 2024, the Company issued press releases announcing the launch and pricing of the offering, respectively. Copies of these press release are attached as Exhibits 99.1 and 99.2 hereto and are incorporated by reference into this Item 8.01.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 1.1 Underwriting Agreement, dated June 5, 2024, between the Company and BTIG, LLC, as the representative of the underwriter named therein. 5.1 Opinion of Mayer Brown LLP with respect to the legality of common stock. 8.1 Opinion of Mayer Brown LLP with respect to certain tax matters. 23.1 Consent of Mayer Brown LLP (included in Exhibit s 5.1 and 8.1 ). 99.1 Press Release Announcing the Launch of the Offering, dated June 5, 2024. 99.2 Press Release Announcing the Pricing of the Offering, dated June 5, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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 7, 2024 By: /s/ Robert S. Colligan Robert S. Colligan Executive Vice President, Chief Financial Officer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR