Item 1.01. Entry into a Material Definitive Agreement.
On January 12, 2021, Capstead Mortgage Corporation (the "Company") entered into
Equity Distribution Agreements (the "Agreements") with each of JMP Securities
LLC and JonesTrading Institutional Services LLC (each, a "Placement Agent" and
together, the "Placement Agents"). Pursuant to the terms of the Agreements, the
Company agreed to sell through the Placement Agents, subject to the terms and
conditions set forth in the Agreements, up to 15,000,000 shares of the Company's
common stock, par value $0.01 per share (the "common stock"), and up to
3,000,000 shares of the Company's 7.50% Series E Cumulative Redeemable Preferred
Stock, par value $0.10 per share (the "Series E Preferred Stock" and together
with the common stock, the "Shares"). Sales of Shares pursuant to the
Agreements, if any, may be made in privately negotiated transactions and/or
sales deemed to be an "at the market" offering as defined in Rule 415 of
Securities Act of 1933, as amended, including, without limitation, sales made
directly on the New York Stock Exchange or sales made to or through a market
maker other than on an exchange. The Agreements contain customary
representations, warranties and agreements of the Company, conditions to
closing, indemnification rights and obligations of the parties and termination
provisions. Under the terms of each Agreement, the Company may also sell the
Shares to the respective Placement Agent as principal for its own account at a
price agreed upon at the time of sale.
The preceding description of the Agreements is qualified in its entirety by
reference to the text of the form of the Agreements, a copy of which is attached
hereto as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated
herein by reference into this Item 1.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
1.1 Form of Equity Distribution Agreement, dated January 12, 2021.
5.1 Opinion of Hogan Lovells US LLP (US).
23.1 Consent of Hogan Lovells US LLP (US) (included in Exhibit 5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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