Business Wire 6-Jun-2019 5:37 PM
Dynex Capital, Inc. (NYSE:DX) announced today the Company's Board of Directors has declared a cash dividend on its common stock for the month of June and that its Board of Directors will implement a one-for-three reverse stock split of the Company's common shares.
June 2019 Common Stock Dividend
The Board declared a common stock dividend, to be paid on a post one-for-three reverse stock split basis of $0.18 per share, payable on July 3, 2019 to holders of record on June 26, 2019.
One-for-Three Reverse Stock Split
The reverse stock split will take effect after the market close on June 20, 2019. At that time, every three issued and outstanding shares of common stock will be converted into one share of common stock. The Company expects that the split-adjusted shares of its common stock will begin trading on the New York Stock Exchange at the open of the market on June 21, 2019 under the new CUSIP number: 26817Q886. No change will be made to the trading symbol for the Company's common stock, "DX", in connection with the reverse stock split. The par value of the common stock will not be affected by the reverse stock split.
The Company is implementing the reverse stock split with the objective of making the common stock more attractive to a broader range of investors as well as a more cost-effective investment, which it believes will enhance the liquidity of the holders of the Company's common stock. The Board also recognized that our shareholders and potential shareholders have share price minimums and after the reverse stock split the Company's shares are expected to trade above those minimums.
Computershare, the Company's transfer agent, is acting as the exchange agent for the reverse stock split. Shareholders of record holding certificates representing shares of the Company's common stock as of 5:00 p.m. E.T. on June 20, 2019 will receive from Computershare a letter of transmittal to exchange their existing shares of common stock for new shares of common stock.
No fractional shares will be issued in connection with the reverse stock split. Instead, shareholders who would otherwise be entitled to receive fractional shares of common stock will receive a cash payment for the fractional share interest based on the closing price per share of the common stock as reported on the New York Stock Exchange on June 20, 2019.
Shareholders who own their shares in book-entry form with a broker-dealer do not need to take any action with respect to the reverse stock split. Shareholders who hold stock certificates evidencing their shares of the Company's common stock should not send in their stock certificates until they receive a letter of transmittal from Computershare, which will contain detailed instructions for exchanging their existing stock certificates. The reverse stock split will not change the terms of the Company's common stock; shares of the Company's common stock will have the same voting rights and rights to dividends and distributions, and will be identical in all other respects to the Company's common stock now authorized.
Based on 73,815,376 shares of common stock outstanding as of June 5, 2019, immediately following the reverse stock split and without giving any effect to the payment of cash in lieu of fractional shares, the Company will have approximately 24,605,125 shares of common stock outstanding.
In connection with the reverse stock split, the number of shares of the Company's common stock authorized for issuance will be decreased from 200,000,000 to 90,000,000. In addition, the conversion rate for both series of the Company's preferred stock will be adjusted for the reverse stock split, effective June 20, 2019, to reduce the number of shares of common stock into which each share of preferred stock may be convertible in accordance with the Company's Articles of Incorporation.
For additional information on the reverse stock split, please visit the FAQs to be posted in the "About Us" section on the Company's website at www.dynexcapital.com.
Dynex Capital, Inc. is an internally managed real estate investment trust, or REIT, which invests in mortgage assets on a leveraged basis. The Company invests in Agency and non-Agency RMBS, CMBS, and CMBS IO. Additional information about Dynex Capital, Inc. is available at www.dynexcapital.com.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding the business of Dynex Capital, Inc. that are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of these risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" in the Company's Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission.