SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 20, 2011
Invesco Mortgage Capital Inc.
(Exact Name of Registrant as Specified in its Charter)
|(State or other Jurisdiction
||(Commission File Number)
1555 Peachtree Street, NE
Atlanta, GA 30309
(Address of Principal Executive Offices, Zip Code)
Registrants telephone number, including area code: (404) 892-0896
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
TABLE OF CONTENTS
Item 1.01. Entry Into a Material Definitive Agreement.
On June 20, 2011, Invesco Mortgage Capital Inc., a Maryland corporation (the Company),
entered into an Underwriting Agreement with Credit Suisse Securities (USA) LLC and Morgan Stanley &
Co. LLC (the Underwriters) pursuant to which the Company agreed to issue and sell to the
Underwriters 17,000,000 shares of its common stock and also agreed to issue and sell to the
Underwriters, at the option of the Underwriters, an aggregate of not more than 2,550,000 additional
shares of common stock (the Securities). The Securities were registered with the Securities and
Exchange Commission (the Commission) pursuant to the Companys shelf registration statement on
Form S-3ASR (File No. 333-174598) (as the same may be amended and/or supplemented, the
Registration Statement), under the Securities Act of 1933, as amended (the Securities Act).
Pursuant to General Instruction F to the Commissions Form 8-K, a copy of the Underwriting
Agreement is filed as Exhibit 1.1 to this Current Report on 8-K (this Report), and the
information in the Underwriting Agreement is incorporated into this Item 1.01 by this reference.
The material terms of the Securities are described in the Companys prospectus supplement, as
filed with the Commission on June 21, 2011 pursuant to Rule 424(b)(5) of the Securities Act, which
relates to the offer and sale of the Securities and supplements the Companys prospectus, as filed
with the Commission on May 27, 2011, contained in the Registration Statement.
Item 8.01. Other Events.
On June 23, 2011, the Company completed its public offering of 17,000,000 shares of common
stock and issuance of an additional 2,550,000 shares of common stock pursuant to the Underwriters
full exercise of their over-allotment option pursuant to the Underwriting Agreement filed as
Exhibit 1.1 to this Report.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are filed with this Report pursuant to Item 601 of the Commissions
Regulation S-K in lieu of filing the otherwise required exhibits to the Registration Statement.
This Report is incorporated by reference into the Registration Statement, and, as such, the Company
is incorporating by reference the exhibits to this Report to cause them to be incorporated by
reference into the Registration Statement as exhibits thereto. By filing this Report and the
exhibits hereto, however, the Company does not believe that any of the information set forth herein
or in the exhibits hereto represent, individually or in the aggregate, a fundamental change (as
such term is used in Item 512(a)(1)(ii) of the Commissions Regulation S-K) in the information set
forth in, and incorporated by reference into, the Registration Statement.