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FIVE OAKS INVESTMENT CORP. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits

June 20, 2014



Item 1.01 Entry into a Material Definitive Agreement.

On June 19, 2014, Five Oaks Investment Corp. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with JMP Securities LLC, as the representative of the several underwriters named on Schedule I to the Underwriting Agreement (the "Underwriters"), relating to the issuance and sale of 3,500,000 shares of the Company's common stock, par value $0.01 per share ("Common Stock"), for estimated net proceeds, after giving effect to expected offering expenses, of $38,250,000. Pursuant to the Underwriting Agreement, the Company also granted the Underwriters an option for 30 days to purchase up to an additional 15%, or 525,000 shares, of Common Stock on the same terms and conditions. The closing of the offering is expected to occur on June 24, 2014.

The Common Stock will be issued pursuant to the Company's registration statement on Form S-3 (File No. 333-195499), which was declared effective by the U.S. Securities and Exchange Commission on May 8, 2014.

The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K (this "Report"), and the description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. For a more detailed description of the Underwriting Agreement, see the disclosure under the caption "Underwriting" contained in the Company's Prospectus Supplement, dated June 18, 2014, which has been filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which disclosure is hereby incorporated by reference.

In the ordinary course of business, the Underwriters or their respective affiliates have engaged and may in the future engage in various financing, commercial banking and investment banking services with, and provide financial advisory services to, the Company and its affiliates for which they have received or may receive customary fees and expenses.

Item 7.01 Regulation FD Disclosure.

On June 19, 2014, the Company issued a press release announcing the pricing of a public offering of Common Stock. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Exhibits and Financial Statements.

(d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated June 19, 2014, by and among Five Oaks Investment Corp, Oak Circle Capital Partners LLC and JMP Securities LLC, as representative of the several underwriters. 5.1 Opinion of Foley & Lardner LLP regarding legality of securities being registered (including consent of such firm). 8.1 Opinion of Kaye Scholer LLP regarding tax matters (including consent of such firm). 23.1 Consent of Foley & Lardner LLP (included in Ex. 5.1). 23.2 Consent of Kaye Scholer LLP (included in Ex. 8.1). 99.1 Press Release of Five Oaks Investment Corp., dated June 19, 2014.


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Source: Edgar Glimpses


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