INVESCO MORTGAGE CAPITAL INC. and The Bank of New York Mellon, Trustee INDENTURE Dated as of , Providing for Issuance of Subordinated Debt Securities in SeriesIndenture • November 6th, 2024 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
THIS INDENTURE between INVESCO MORTGAGE CAPITAL INC., a Maryland corporation (hereinafter called the “Company”) having its principal office at 1331 Spring Street, N.W., Suite 2500, Atlanta, Georgia 30309, and The Bank of New York Mellon, as trustee (hereinafter called the “Trustee”), is made and entered into as of _________________, _______.
INVESCO MORTGAGE CAPITAL INC. and Trustee INDENTURE Dated as of ________, ___ Providing for Issuance of Senior Debt Securities in SeriesIndenture • August 27th, 2010 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
THIS INDENTURE between INVESCO MORTGAGE CAPITAL INC., a Maryland corporation (hereinafter called the “Company”) having its principal office at Two Peachtree Pointe, 1555 Peachtree Street N.E., Atlanta, Georgia 30309, and __________________, as trustee (hereinafter called the “Trustee”), is made and entered into as of _________, ___.
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OFLimited Partnership Agreement • August 12th, 2009 • Invesco Mortgage Capital Inc. • Real estate investment trusts • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of July 1, 2009, is entered into by and among Invesco Mortgage Capital Inc., a Maryland corporation (the “General Partner”), and the limited partners set forth on Exhibit A hereto (as it may be amended from time to time) (each, a “Limited Partner”).
INVESCO MORTGAGE CAPITAL INC.andThe Bank of New York Mellon,TrusteeINDENTUREDated as of ,Providing for Issuance of Subordinated Debt Securities in SeriesIndenture • March 29th, 2016 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
THIS INDENTURE between INVESCO MORTGAGE CAPITAL INC., a Maryland corporation (hereinafter called the “Company”) having its principal office at 1555 Peachtree Street N.E., Atlanta, Georgia 30309, and The Bank of New York Mellon, as trustee (hereinafter called the “Trustee”), is made and entered into as of _________________, _______.
MANAGEMENT AGREEMENTManagement Agreement • August 12th, 2009 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
THIS MANAGEMENT AGREEMENT is made as of July 1, 2009 by and among INVESCO MORTGAGE CAPITAL INC., a Maryland corporation (the “Company”), IAS OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Operating Partnership”), IAS ASSET I LLC, a Delaware limited liability company (“Asset I”), and INVESCO INSTITUTIONAL (N.A.), INC., a Delaware corporation (together with its permitted assignees, the “Manager”).
24,000,000 Shares INVESCO MORTGAGE CAPITAL INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 4th, 2021 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
INVESCO MORTGAGE CAPITAL INC. and Trustee INDENTURE Dated as of ________, ___ Providing for Issuance of Senior Debt Securities in SeriesIndenture • May 27th, 2011 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
THIS INDENTURE between INVESCO MORTGAGE CAPITAL INC., a Maryland corporation (hereinafter called the “Company”) having its principal office at Two Peachtree Pointe, 1555 Peachtree Street N.E., Atlanta, Georgia 30309, and __________________, as trustee (hereinafter called the “Trustee”), is made and entered into as of _________, __.
10,000,000 Shares INVESCO MORTGAGE CAPITAL INC. 7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 11th, 2017 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
The Issuer has filed a registration statement on Form S-3ASR (Registration No. 333-210454), including a base prospectus dated March 29, 2016 and a preliminary prospectus supplement, dated August 9, 2017, with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and related preliminary prospectus supplement if you request them from Morgan Stanley & Co. LLC toll-free at (800) 584-6837 or by email at prospectus@morganstanley.com; Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322; UBS Securities LL
INVESCO MORTGAGE CAPITAL INC.and The Bank of New York Mellon,TrusteeINDENTUREDated as of ,Providing for Issuance of Senior Debt Securities in SeriesIndenture Agreement • March 29th, 2016 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
THIS INDENTURE between INVESCO MORTGAGE CAPITAL INC., a Maryland corporation (hereinafter called the “Company”) having its principal office at 1555 Peachtree Street N.E., Atlanta, Georgia 30309, and The Bank of New York Mellon, as trustee (hereinafter called the “Trustee”), is made and entered into as of ________________, _______.
The Atlantic BuildingEquity Distribution Agreement • February 23rd, 2023 • Invesco Mortgage Capital Inc. • Real estate investment trusts
We have represented Invesco Mortgage Capital, Inc., a Maryland corporation (the “Company”), in connection with the issuance and sale by the Company of up to 16,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to an equity distribution agreement, dated February 23, 2023 (the “Equity Distribution Agreement”), by and among the Company, IAS Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), Invesco Advisers, Inc., a Delaware corporation, JMP Securities, LLC and JonesTrading Institutional Services LLC. This opinion letter is being furnished in accordance with the requirements of Item 16 of the Securities and Exchange Commission’s (the “Commission”) Form S-3 and Item 601(b)(8) of Regulation S-K under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”). Capitalized terms used in this opinion letter and not otherwise defined herein shall have the meani
Invesco Mortgage Capital Inc. 16,000,000 Shares of Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: February 23, 2023Equity Distribution Agreement • February 23rd, 2023 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF IAS OPERATING PARTNERSHIP, LP a Delaware limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),...Limited Partnership Agreement • August 22nd, 2008 • Invesco Agency Securities Inc. • Real estate investment trusts • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of [Ÿ], 2008, is entered into by and among Invesco Agency Securities Inc., a Maryland corporation (the “General Partner”), and the limited partners set forth on Exhibit A hereto (as it may be amended from time to time) (each, a “Limited Partner”).
INVESCO MORTGAGE CAPITAL INC. 2009 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT – TIME VESTING NON-EXECUTIVE DIRECTORS Non-transferable Invesco Mortgage Capital Inc. (“Company”) hereby awards to [Participant Name] (“Participant” or “you”)...Restricted Stock Award Agreement • August 4th, 2021 • Invesco Mortgage Capital Inc. • Real estate investment trusts
This Award shall be effective as of the Grant Date set forth above. You acknowledge that you have received a copy of the Plan’s prospectus, that you have read and understood the following Terms and Conditions, which are incorporated herein by reference, and that you agree to the following Terms and Conditions and the terms of the Plan. The Shares issued pursuant to this Award are subject to the provisions of the Non-Executive Director Stock Ownership Policy or any successor policy of the Company.
INVESCO MORTGAGE CAPITAL INC. PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • August 12th, 2009 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this 25th day of June, 2009, by and between Invesco Mortgage Capital Inc., a Maryland corporation (the “Company”), and Invesco Institutional (N.A.), Inc. (the “Purchaser”).
Invesco Mortgage Capital Inc. 17,000,000 Shares of Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: December 18, 2017Equity Distribution Agreement • December 19th, 2017 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
Invesco Mortgage Capital Inc. Up to 1,500,000 Shares of 7.75% Series A Cumulative Redeemable Preferred Stock ($0.01 par value per share) Up to 1,500,000 Shares of 7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred Stock ($0.01 par value...Equity Distribution Agreement • March 19th, 2019 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
The undersigned, the Chief Executive Officer and the Chief Financial Officer of Invesco Mortgage Capital Inc., a Maryland corporation (the “Company”), pursuant to Section 8(a)(15) of the Equity Distribution Agreement, dated as of March [•], 2019 (the “Equity Distribution Agreement”), by and among the Company, IAS Operating Partnership LP (the “Operating Partnership”), Invesco Advisers, Inc. (the “Manager”), and JonesTrading Institutional Services LLC (the “Placement Agent”), hereby certify that they are authorized to execute this Officers’ Certificate in the name and on behalf of the Company. Each of the undersigned also hereby certifies that:
SECOND AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • February 22nd, 2016 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
THIS AMENDMENT, effective as of July 1, 2015, by and among INVESCO MORTGAGE CAPITAL INC., a Maryland corporation (the “Company”), IAS OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Operating Partnership”), IAS ASSET I LLC, a Delaware limited liability company (“Asset I”) and INVESCO ADVISERS, INC., a Delaware corporation (formerly Invesco Institutional (N.A.), Inc., the “Manager”).
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF IAS OPERATING PARTNERSHIP LPFirst Amended and Restated Agreement of Limited Partnership • August 17th, 2015 • Invesco Mortgage Capital Inc. • Real estate investment trusts
The undersigned, as the General Partner of IAS Operating Partnership LP (the “Partnership”), hereby amends the Partnership’s First Amended and Restated Agreement of Limited Partnership, as heretofore amended (the “Partnership Agreement”), pursuant to Sections 4.3.A, 4.3.B and 7.3.C of the Partnership Agreement, to replace the term “IAS Partnership Units” in Section 4.3.B with “Limited Partner Partnership Units”, amend the current Exhibit A to read as provided in the attached Exhibit A and add a new Exhibit F to read as provided in the attached Exhibit F. In all other respects, the Partnership Agreement shall continue in full force and effect as amended hereby. Any capitalized terms used in this Amendment and not defined herein have the meanings given to them in the Partnership Agreement.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG INVESCO MORTGAGE CAPITAL INC. AND CERTAIN PERSONS LISTED ON SCHEDULE 1 HERETORegistration Rights Agreement • August 12th, 2009 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT is entered into as of July 1, 2009, by and among Invesco Mortgage Capital Inc., a Maryland corporation (the “Company”), and entities listed on Schedule 1 hereto (collectively, the “Invesco Purchaser”).
Invesco Mortgage Capital Inc. 18,000,000 Shares of Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: August 9, 2024Equity Distribution Agreement • August 9th, 2024 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
IAS OPERATING PARTNERSHIP LP PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • August 12th, 2009 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this 25th day of June, 2009, by and between IAS Operating Partnership LP, a Delaware limited partnership (the “Company”), and Invesco Investments (Bermuda) Ltd. (the “Purchaser”).
INVESCO MORTGAGE CAPITAL INC. 2009 EQUITY INCENTIVE PLAN FORM OF OPTION AWARD AGREEMENTOption Award Agreement • June 18th, 2009 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
THIS OPTION AWARD AGREEMENT is by and between Invesco Mortgage Capital Inc., a Maryland corporation (the “Company”) and ____________ (the “Optionee”), dated as of the ______ day of ____________, 20__.
FORM OF MANAGEMENT AGREEMENTManagement Agreement • June 18th, 2009 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
THIS MANAGEMENT AGREEMENT is made as of June ___, 2009 by and among INVESCO MORTGAGE CAPITAL INC., a Maryland corporation (the “Company”), IAS OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Operating Partnership”), IAS ASSET I LLC, a Delaware limited liability company (“Asset I”), and INVESCO INSTITUTIONAL (N.A.), INC., a Delaware corporation (together with its permitted assignees, the “Manager”).
The Atlantic BuildingEquity Distribution Agreement • March 19th, 2019 • Invesco Mortgage Capital Inc. • Real estate investment trusts
We have represented Invesco Mortgage Capital, Inc., a Maryland corporation (the “Company”), in connection with the issuance and sale by the Company of (a) up to 1,500,000 shares of 7.75% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), (b) up to 1,500,000 shares of 7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”) and (c) up to 4,000,000 shares of 7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock” and, together with the Series A Preferred Stock and the Series B Preferred Stock, the “Preferred Stock”), pursuant to an equity distribution agreement, dated March 19, 2019 (the “Equity Distribution Agreement”), by and among the Company, IAS Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), Invesco Advisers, Inc., a Delaware corporation, a
THIRD AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF IAS OPERATING PARTNERSHIP LPFirst Amended and Restated Agreement of Limited Partnership • November 7th, 2017 • Invesco Mortgage Capital Inc. • Real estate investment trusts
The undersigned, as the General Partner of IAS Operating Partnership LP (the “Partnership”), hereby amends the Partnership’s First Amended and Restated Agreement of Limited Partnership, as heretofore amended (the “Partnership Agreement”), pursuant to Sections 4.3.A, 4.3.B and 7.3.0 of the Partnership Agreement, to amend the current Exhibit A to read as provided in the attached Exhibit A and add a new Exhibit G to read as provided in the attached Exhibit G. In all other respects, the Partnership Agreement shall continue in full force and effect as amended hereby. Any capitalized terms used in this Amendment and not defined herein have the meanings given to them in the Partnership Agreement.
INVESCO MORTGAGE CAPITAL INC. 2009 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Non-transferable Award to [Grantee Name] (“Grantee” or “you”) by Invesco Mortgage Capital Inc. (“Company”) of [Number of Shares Granted] Restricted Stock...Restricted Stock Unit Award Agreement • March 24th, 2010 • Invesco Mortgage Capital Inc. • Real estate investment trusts
This Grant shall be effective as of the Award Date set forth above. By accepting this Award Agreement, you acknowledge that you have received a copy of the Plan’s prospectus, that you have read and understood the following Terms and Conditions, which are incorporated herein by reference, and that you agree to the following Terms and Conditions and the terms of the Plan and this Award Agreement, which may be amended only by a written agreement signed by the Company and you. If you fail to accept this Award Agreement within sixty (60) days of the Award Date set forth above, the Company may determine that this Grant has been forfeited.
ContractEquity Distribution Agreement • December 16th, 2024 • Invesco Mortgage Capital Inc. • Real estate investment trusts
We have represented Invesco Mortgage Capital Inc., a Maryland corporation (the “Company”), in connection with the issuance and sale by the Company of up to 11,095,561 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to an equity distribution agreement, dated August 9, 2024 (the “Equity Distribution Agreement”), by and among the Company, IAS Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), Invesco Advisers, Inc., a Delaware corporation, Citizens JMP Securities, LLC, JonesTrading Institutional Services LLC, and BTIG, LLC. This opinion letter is being furnished in accordance with the requirements of Item 16 of the Securities and Exchange Commission’s (the “Commission”) Form S-3 and Item 601(b)(8) of Regulation S-K under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”). Capitalized terms used in this opinion letter and not otherwise defined herein shal
ContractEquity Distribution Agreement • August 9th, 2024 • Invesco Mortgage Capital Inc. • Real estate investment trusts
We have represented Invesco Mortgage Capital Inc., a Maryland corporation (the “Company”), in connection with the issuance and sale by the Company of up to 18,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to an equity distribution agreement, dated August 9, 2024 (the “Equity Distribution Agreement”), by and among the Company, IAS Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), Invesco Advisers, Inc., a Delaware corporation, Citizens JMP Securities, LLC, JonesTrading Institutional Services LLC, and BTIG, LLC. This opinion letter is being furnished in accordance with the requirements of Item 16 of the Securities and Exchange Commission’s (the “Commission”) Form S-3 and Item 601(b)(8) of Regulation S-K under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”). Capitalized terms used in this opinion letter and not otherwise defined herein shal
37,500,000 Shares INVESCO MORTGAGE CAPITAL INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 1st, 2021 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
IAS OPERATING PARTNERSHIP LP INVESCO MORTGAGE CAPITAL INC. Registration Rights Agreement March 12, 2013Registration Rights Agreement • March 15th, 2013 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
IAS Operating Partnership LP, a Delaware limited partnership (the “Company”), proposes to issue and sell to the Initial Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) the Company’s 5.00% Exchangeable Senior Notes due 2018 (the “Notes”), exchangeable into common stock, par value $0.01 per share (“Invesco Mortgage Capital Common Stock”) of Invesco Mortgage Capital Inc., a Maryland corporation (“Invesco Mortgage Capital”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Company and Invesco Mortgage Capital agree with the Initial Purchasers for the benefit of Holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
IAS OPERATING PARTNERSHIP LP, as Issuer, INVESCO MORTGAGE CAPITAL INC., as Guarantor, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of March 12, 2013 5.00% Exchangeable Senior Notes due 2018Indenture • March 15th, 2013 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
INDENTURE dated as of March 12, 2013 by and among IAS Operating Partnership LP, a Delaware limited partnership, as issuer (hereinafter called the “Issuer”), Invesco Mortgage Capital Inc., a Maryland corporation, as guarantor (hereinafter called “Invesco Mortgage Capital”), each having its principal office at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309, and The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, as trustee hereunder (hereinafter called the “Trustee”).
•] Shares INVESCO MORTGAGE CAPITAL INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 23rd, 2010 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
THIRD AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • November 7th, 2019 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
THIS AMENDMENT is made as of November 6, 2019 by and among INVESCO MORTGAGE CAPITAL INC., a Maryland corporation (the “Company”), IAS OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Operating Partnership”), IAS ASSET I LLC, a Delaware limited liability company (“Asset I”) and INVESCO ADVISERS, INC., a Delaware corporation (formerly Invesco Institutional (N.A.), Inc., the “Manager”).
INVESCO MORTGAGE CAPITAL INC. AMENDMENT NO. 1 TO THE EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • June 17th, 2021 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
The Atlantic BuildingEquity Distribution Agreement • December 19th, 2017 • Invesco Mortgage Capital Inc. • Real estate investment trusts
We have represented Invesco Mortgage Capital Inc., a Maryland corporation (the “Company”), in connection with the issuance and sale by the Company of up to 17,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-210454) filed with the Securities and Exchange Commission on March 29, 2016 (the “Registration Statement”), the prospectus dated March 29, 2016 contained therein, and the related prospectus supplement, dated December 18, 2017 (collectively, the “Prospectus”). The shares of Common Stock are being issued and sold pursuant to the equity distribution agreement, dated December 18, 2017 (the “Equity Distribution Agreement”), by and among the Company, IAS Operating Partnership, LP, a Delaware limited partnership, Invesco Advisers, Inc., a Delaware corporation, and JMP Securities LLC, as placement agent. This opinion letter is being furnished in accordance with the requir
