0001193125-21-193282.txt : 20210617 0001193125-21-193282.hdr.sgml : 20210617 20210617165233 ACCESSION NUMBER: 0001193125-21-193282 CONFORMED SUBMISSION TYPE: POSASR PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210617 DATE AS OF CHANGE: 20210617 EFFECTIVENESS DATE: 20210617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Invesco Mortgage Capital Inc. CENTRAL INDEX KEY: 0001437071 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 262749336 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-229917 FILM NUMBER: 211025407 BUSINESS ADDRESS: STREET 1: TWO PEACHTREE POINTE STREET 2: 1555 PEACHTREE STREET, NE CITY: ATLANTA STATE: GA ZIP: 30309 BUSINESS PHONE: 404-892-0896 MAIL ADDRESS: STREET 1: TWO PEACHTREE POINTE STREET 2: 1555 PEACHTREE STREET, NE CITY: ATLANTA STATE: GA ZIP: 30309 FORMER COMPANY: FORMER CONFORMED NAME: Invesco Agency Securities Inc. DATE OF NAME CHANGE: 20080606 POSASR 1 d178866dposasr.htm POSASR POSASR

As filed with the Securities and Exchange Commission on June 17, 2021

File No. 333-229917

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

REGISTRATION STATEMENT ON

FORM S-3

(FILE NO. 333-229917)

UNDER

THE SECURITIES ACT OF 1933

 

 

Invesco Mortgage Capital Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Maryland   26-2749336

(State or Other Jurisdiction of

Incorporation or Organization)

  

(I.R.S. Employer

Identification Number)

1555 Peachtree Street, N.E., Suite 1800

Atlanta, Georgia 30309

Telephone: (404) 892-0896

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Robert H. Rigsby, Esq.

1555 Peachtree Street, N.E., Suite 1800

Atlanta, Georgia 30309

Telephone: (404) 479-2945

Facsimile: (404) 962-8206

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

Copies to:

Mark C. Kanaly, Esq.

Alston & Bird LLP

1201 W. Peachtree Street

Atlanta, Georgia 30309-3424

Telephone: (404) 881-7000

Facsimile: (404) 253-8390

 

 

Approximate date of commencement of proposed sale to the public: N/A

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☒    Accelerated filer   ☐
Non-accelerated filer   ☐    Smaller reporting company   ☐
     Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

 

TERMINATION OF REGISTRATION

This Post-Effective Amendment relates to the registration statement on Form S-3 (Registration No. 333-229917), filed by Invesco Mortgage Capital Inc., a Maryland corporation (the “Company”), with the Securities and Exchange Commission on February 27, 2019, which registered the offering of an indeterminate amount of the Company’s common stock, $0.01 par value per share, preferred stock, depositary shares, warrants, shareholder rights, debt securities and units. On March 19, 2019, the Company filed a prospectus supplement pursuant to Rule 424(b)(5) to register (a) 1,500,000 Shares of 7.75% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Shares”), (b) 1,500,000 Shares of 7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred Stock and (c) 4,000,000 Shares of 7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock.

The offering of the Series A Preferred Shares pursuant to the Registration Statement has been terminated. The registrant hereby removes from registration all of the Series A Preferred Shares registered under the Registration Statement that remain unsold under such Registration Statement as of the filing date of this Post-Effective Amendment.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on June 17, 2021.

 

Invesco Mortgage Capital Inc.
By:  

/s/ John M. Anzalone

John M. Anzalone
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signatures

   

Title

   

Date

By:  

/s/ John M. Anzalone

    Chief Executive Officer
(principal executive officer)		    June 17, 2021

        John M. Anzalone

By:  

/s/ R. Lee Phegley, Jr.

    Chief Financial Officer
(principal financial officer)		    June 17, 2021

R. Lee Phegley, Jr.

By:  

/s/ Roseann M. Perlis

   

Chief Accounting Officer

(principal accounting officer)

    June 17, 2021

        Roseann M. Perlis

By:  

/s/ John S. Day*

    Director    June 17, 2021

        John S. Day

By:  

/s/ Carolyn B. Handlon*

    Director    June 17, 2021

        Carolyn B. Handlon

By:  

/s/ Edward J. Hardin*

    Director    June 17, 2021

        Edward J. Hardin

By:  

/s/ James R. Lientz, Jr.*

    Director    June 17, 2021

        James R. Lientz, Jr.

By:  

/s/ Dennis P. Lockhart*

    Director    June 17, 2021

        Dennis P. Lockhart

By:  

/s/ Gregory G. McGreevey*

    Director    June 17, 2021

        Gregory G. McGreevey

By:  

/s/ Beth A. Zayicek

    Director    June 17, 2021

        Beth A. Zayicek

* By:  

/s/ Robert H. Rigsby

      

Robert H. Rigsby

Attorney-in-fact