Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June   11 , 2019

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DYNEX CAPITAL, INC.

(Exact name of registrant as specified in its charter)

Virginia

1-9819

52-1549373

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

4991 Lake Brook Drive, Suite 100 Glen Allen, Virginia

23060-9245

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: [phone]

Not Applicable

(Former name or former address, if changed since last report)

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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.01 par value

DX

New York Stock Exchange

8.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share

DXPRA

New York Stock Exchange

7.625% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share

DXPRB

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o

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 13(a) of the Exchange Act. o

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Item 1.01   Entry into a Material Definitive Agreement.

Effective June 1 1 , 2019, Issued Holdings Capital Corpor ation (“ IHCC ”), a direct, wholly-owned subsidiary of Dynex Capital, Inc. (the “ Company ”), and the Company, as guarantor, entered into an Amendment No. 6 to IHCC’s Master Repurchase and Securities Contract (as amended, the “ Repurchase Agreement ”) with Wells Fargo Bank, N. A. (“ Wells Fargo ”).

Amendment No. 6 extends the maturity date of the Repurchase Agreement to June 1 1 , 20 21 , subject to early termination provisions contained in the Repurchase Agreement , eliminates the transaction exit fee of 1 % , and re duces the aggregate maximum borrowing capacity under the Repurchase Agreement to $ 250 million. In addition , and also effective June 11, 2019, the guarantee agreement (the “Guarantee Agreement”) under which the Company fully guarantees all of IHCC’s payment and performance obligations under the Repurchase Agreement , w as also am ended ( herein referred to as "Amendment N o. 2" ) . Amendment No. 2 amended the financial co venant in the Guarantee Agreement gov erning the Company's maximum indebtedness to consoli dated net worth to re quire the Company to maintain at all times a ratio of " C onsolidated Indebtedness" to "Consolidated Net Wo rth" not gr eater than the "Maximum Debt to Equity Ratio " with all defined terms having the meaning given them in the Guar antee Agreement. Financial coven ants in the Guarantee Agreement regarding minimum liquidity and Consolidated Net Worth were unchanged.

See the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on August 8, 2012, October 7, 2013, February 11, 2015, May 3, 2016 , and May 17, 2017 , and on Form 8-K/A on M ay 1 6 , 2019 for additional disclosure regarding the terms of the Repurchase Agreement and the Guarantee Agreement , both as previously amended . The Repurchase Agreement and the Guarantee Agreement contain representations, warranties, covenants, events of default and indemnities that are customary for agreements of this type. The Guarantee Agreement also contains financial covenants that require the Company to meet at all times minimum consolidated net worth, minimum liquidity, and maximum indebtedness to consolidated net worth requirements.

The foregoing description s of Amendment No. 6 to the Repurchase Agreement and Amendment No. 2 to the Guarantee Agreement are qualified in their entirety by reference to the full text of the respective Amendment s , which ha ve been filed with this Current Report on Form 8-K as Exhibit s 10.23. 6 and 10.24. 2 .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01 above, the content of which is incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.23.6						Amendment No. 6 to Master Repurchase and Securities Contract dated as of June 11, 2019, between Issued Holdings Capital Corporation, Dynex Capital, Inc. (as guarantor) and Wells Fargo Bank, N.A.
10.24.2						Amendment No. 2 to Guarantee Agreement by Dynex Capital, Inc. in favor of Wells Fargo Bank, National Association, dated June 11, 2019.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DYNEX CAPITAL, INC.

Date:

June 13, 2019

By:

/s/ Jeffrey L. Childress

Jeffrey L. Childress

Vice President and Controller