On
March 2, 2022, the Company entered into Amendment No. 3 to Equity Distribution Agreement (“Amendment No. 3”)
to its existing equity distribution agreement, dated March 29, 2019, as previously amended by Amendment No. 1 to Equity Distribution
Agreement, dated November 27, 2019 and Amendment No. 2 to Equity Distribution Agreement, dated August 10, 2021 (as amended,
the “Amended Equity Distribution Agreement”), with JonesTrading Institutional Services LLC, as sales agent,
in connection with the Company’s existing “at-the-market” preferred equity offering program (the “Preferred Stock
ATM Program”). Amendment No. 3, among other things, provides for the inclusion of sales of the Series G Preferred Stock
under the Preferred Stock ATM Program.
Pursuant
to the Amended Equity Distribution Agreement, the Company may offer and sell (i) shares of the Company’s 8.00% Series D
Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share (the
“Series D Preferred Stock”), (ii) shares of the Company’s 7.875% Series E Fixed-to-Floating Rate Cumulative
Redeemable Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share (the “Series E Preferred Stock”),
(iii) shares of the Company’s 6.875% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series F
Preferred Stock”), and (iv) shares of the Company’s Series G Preferred Stock (collectively, the “Preferred
Stock”), having a maximum aggregate gross sales price of up to $149.1 million. Pursuant to a prospectus supplement filed on
the date hereof, shares of Preferred Stock having a maximum aggregate sales price of $100.0 million (the “Offered Preferred Shares”)
remain available for offer and sale under the Amended Equity Distribution Agreement. The Company previously sold shares
of its 7.75% Series B Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share,
7.875% Series C Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share, Series D
Preferred Stock and Series E Preferred Stock having an aggregate maximum offering price of $49.1 million under the Preferred Stock
ATM Program.
The
Offered Preferred Shares will be issued pursuant to the Company’s automatic shelf registration statement filed with the SEC on August 6,
2021 (File No. 333-258589), a base prospectus, dated August 6, 2021, included as part of the registration statement, and a prospectus
supplement, dated March 2, 2022, filed with the SEC pursuant to Rule 424(b) under the Securities Act.
The
foregoing description of certain provisions of Amendment No. 3 is not intended to be complete and is qualified in its entirety by
reference to Amendment No. 3 filed as Exhibit 1.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
In
connection with the filing of Amendment No. 3, the Company is filing as Exhibits 5.1 and 8.1 to this Current Report on
Form 8-K the opinion of its Maryland counsel, Venable LLP, regarding the validity of the Offered Preferred Shares and the
opinion of Vinson & Elkins L.L.P. regarding certain tax matters.
This
Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or other jurisdiction.