PRESS RELEASE
Published on February 24, 2003
(a)(1)(I)
PRESS RELEASE
FOR IMMEDIATE RELEASE CONTACT: Kathy Fern
February 21, 2003 804-217-5800
DYNEX CAPITAL, INC.
ANNOUNCES RESULTS OF TENDER OFFER
FOR SHARES OF ITS PREFERRED STOCK
Dynex Capital, Inc. (NYSE: DX) announced today the results of its cash
tender offer and exchange offer of Senior Notes for shares of its Series A
Preferred Stock, Series B Preferred Stock and Series C Preferred Stock ("Offer")
that expired on Tuesday, February 11, 2003. The Company had offered to purchase
for cash up to 202,763 shares of its Series A Preferred Stock, up to 272,977
shares of its Series B Preferred Stock, and up to 281,525 shares of its Series C
Preferred Stock, and exchange for Senior Notes up to 289,662 shares of its
Series A Preferred Stock, up to 389,967 shares of its Series B Preferred Stock
and up to 402,178 shares of its Series C Preferred Stock. At its option, the
Company can increase the number of shares subject to the Offer for each Series
of Preferred Stock by 2% of the issued and outstanding shares of each such
Series.
The Offer has been oversubscribed. In accordance with the terms of the
Offer, the Company will accept tendered shares on a pro-rata basis from all
tendering shareholders, pursuant to the methodology required by Securities and
Exchange Commission rules. Of the 231,639 shares of its Series A Preferred Stock
tendered for cash, the Company will purchase 160,659 shares for cash; of the
346,764 shares of its Series B Preferred Stock tendered for cash, the Company
will purchase 221,348 shares for cash; and of the 242,435 shares of its Series C
Preferred Stock tendered for cash the Company will purchase 195,939 shares for
cash. Of the 506,947 shares of its Series A Preferred Stock tendered for Senior
Notes, the Company will exchange 309,503 shares for Senior Notes; of the 735,007
shares of its Series B Preferred Stock tendered for Senior Notes, the Company
will exchange 417,541 shares for Senior Notes; and of the 637,536 shares of its
Series C Preferred Stock tendered for Senior Notes the Company will exchange
429,846 shares for Senior Notes. In cases where the consideration for shares of
each Series tendered is not divisible, in the aggregate, by the $25.00
denomination of the Senior Notes, shareholders will receive cash consideration
for the amount in excess of the nearest $25.00 not to exceed $24.99. The Company
will also purchase for cash 28,281 shares of the 72,613 shares of its Series A
Preferred Stock tendered for Senior Notes from shareholders that elected the
oversubscription allocation; 51,629 shares of the 138,121 shares of its Series B
Preferred Stock tendered for Senior Notes from shareholders that elected the
oversubscription allocation; and 72,836 shares of the 223,479 shares of its
Series C Preferred Stock tendered for Senior Notes from shareholders that
elected the oversubscription allocation. The oversubscription allocation elected
by shareholders that tendered for cash will not be applied due to the Senior
Notes being fully subscribed.
Payment for the accepted shares for cash and the issuance of the Senior
Notes is expected to be made on or about February 28, 2003. All shares tendered
under the Offer and not purchased for cash or exchanged for Senior Notes will
also be returned on such date.
Dynex Capital, Inc. is a financial services company that elects to be
treated as a real estate investment trust (REIT) for federal income tax
purposes.
# # #