Item 8.01 Other Events.
At-the-Market ("ATM") Program
On
Subject to the terms and conditions of each Equity Distribution Agreement, the
applicable Agent will use its commercially reasonable efforts consistent with
its normal sales and trading practices to sell the Shares as directed by the
Company. The sales, if any, of the Shares made under the Equity Distribution
Agreement may be made by any method permitted by law deemed to be an "at the
market" offering as defined in Rule 415 under the Securities Act of 1933,
including sales made directly on the
The Equity Distribution Agreements provide that each Agent will be entitled to compensation that will not exceed, but may be lower than, 2.0% of the gross sales price per share for any Shares sold through it as sales agent under the applicable Equity Distribution Agreement. Under the terms of the Equity Distribution Agreements, the Company may also sell Shares to the Agents as principals at prices agreed upon at the time of sale. The Company has no obligation to sell any of the Shares under the Equity Distribution Agreements, and may at any time suspend solicitation and offers under the Equity Distribution Agreements.
Affiliates of certain of the agents are lenders under certain of the Company's master repurchase agreements and other credit facilities. To the extent that the Company uses any net proceeds that it receives from this offering from time to time to reduce its indebtedness, these affiliates may receive a portion of such payments.
The Company filed a prospectus supplement, dated
The foregoing description of the Equity Distribution Agreements is qualified in its entirety by reference to the form Equity Distribution Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated by reference herein.
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Share Repurchase Program
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 1.1 Form of Equity Distribution Agreement 5.1 Opinion ofVenable LLP as to the legality of the Shares 23.1 Consent ofVenable LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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