Item 8.01 Other Events.
Filing of shelf registration statement and prospectus supplements
As part of the filing of the Prospectus Supplements, the Company is filing as Exhibits 5.1 and 5.2 herein the notices of its
Conclusion of a new distribution agreement
The ATM Offer will take place pursuant to the Agreement. The Company intends to use the net proceeds of the ATM Offering to finance its business and investment activities, which may include financing its residential and commercial banking activities, acquiring mortgage-backed securities for its investment portfolio, financing other long-term portfolio investments, financing acquisitions and strategic investments, and for general corporate purposes.
The Company may sell the Shares for amounts and at times determined by the Company from time to time, but has no obligation to sell any of the Shares under the ATM Offer. Actual sales will depend on various factors to be determined by the Company from time to time, including (among other things) market conditions, the trading price of the Company’s common stock, capital requirements and the Company’s determinations of sources. appropriate funding. for the company
Sales of Shares, if any, under the Agreement may be made (1) in “at-the-market” offerings (as defined in Rule 415 of the Securities Act of 1933, as amended) through ordinary broker transactions at market prices prevailing at the time of the sale, including sales made on the
None of the Agents is obligated to sell a specific number or dollar amount of Shares, but each has agreed to use its commercially reasonable efforts to sell, on the terms and subject to the terms of the Agreement, Shares on the agreed terms by us and these Agents from time to time.
The Agreement contains customary representations, warranties and covenants of the Company and the Agents, the indemnification rights and obligations of the parties and termination provisions. A copy of the agreement is filed as Exhibit 1.1 to this current report. The description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement filed as an attachment to this current report and incorporated herein by reference.
This current report does not constitute an offer to sell or the solicitation of an offer to buy and there will be no sale of these securities in any state in which such offer, solicitation or sale would be unlawful.
Item 9.01 Financial statements and supporting documents.
(d) Exhibits. Exhibit No. Description 1.1 Distribution Agreement by and among
Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, JMP Securities LLC, Nomura Securities International, Inc.and Mischler Financial Group, Inc., dated March 4, 20225.1 Opinion of Venable LLP5.2 Opinion of Venable LLP8.1 Opinion of Latham & Watkins LLP23.1 Consent of Venable LLP(included in Exhibit 5.1) 23.2 Consent of Venable LLP(included in Exhibit 5.2) 23.3 Consent of Latham & Watkins LLP(included in Exhibit 8.1) 104 Cover Page Interactive Data File (embedded within the inline XBRL document)
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