Item 1.01. Entry into a Material Definitive Agreement.
On January 18, 2022, Granite Point Mortgage Trust Inc., a Maryland corporation
(the "Company"), entered into an underwriting agreement (the "Underwriting
Agreement") with Raymond James & Associates, Inc., as representative of the
several underwriters named therein (the "Underwriters"), for the issuance and
sale by the Company of 3,200,000 additional shares of its 7.00% Series A
Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01
per share (the "Series A Preferred Stock"), at a public offering price of $25.00
per share, equal to the liquidation preference. The Underwriters agreed to
purchase the Series A Preferred Stock from the Company at a price of $24.2125
per share, resulting in $77,480,000 of total net proceeds, before deducting the
estimated expenses of this offering, to the Company. In addition, the Company
granted the Underwriters an option for 30 days to purchase up to an additional
480,000 shares of the Series A Preferred Stock, solely to cover over-allotments,
The additional shares of Series A Preferred Stock constitute an additional
issuance of shares of Series A Preferred Stock, with 4,596,500 shares of
Series A Preferred Stock previously issued (the "Outstanding Series A Preferred
Stock"). The Series A Preferred Stock will be treated as a single series with
and have the same terms as the Outstanding Series A Preferred Stock.
The Series A Preferred Stock is being offered pursuant to an effective shelf
registration statement on Form S-3 filed with the Securities and Exchange
Commission on August 11, 2021 (Registration No. 333-258719), a base prospectus,
dated August 11, 2021, included as part of the registration statement, and a
prospectus supplement, dated January 18, 2022, relating to the Series A
Preferred Stock filed with the Securities and Exchange Commission pursuant to
Rule 424(b) under the Securities Act of 1933, as amended.
The Underwriting Agreement includes customary representations, warranties,
covenants and closing conditions. It also provides for customary indemnification
by the Company and the Underwriters against certain liabilities and customary
contribution provisions in respect of those liabilities.
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 to this
Current Report on Form 8-K and is incorporated by reference herein. The above
description of the material terms of the Underwriting Agreement does not purport
to be complete and is qualified in its entirety by reference to such Exhibit.
Item 9.01. Financial Statements and Exhibits.
1.1 Underwriting Agreement, dated January 18, 2022, by and between the
Company and Raymond James & Associates, Inc., as representative of the
several underwriters named therein.
104 Cover Page Interactive Data File, formatted in Inline XBRL.
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