CORRESP: A correspondence can be sent as a document with another submission type or can be sent as a separate submission.
Published on March 27, 2008
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TROUTMAN SANDERS
LLP
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ATTORNEYS
AT LAW
222
Central Park Avenue
Suite
2000
VIRGINIA
BEACH, VIRGINIA 23462
www.troutmansanders.com
TELEPHONE: 757-687-7500
FACSIMILE: 757-687-7510
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James
J. Wheaton
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Direct
Dial:757-687-7719
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Jim.Wheaton@troutmansanders.com
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Direct
Fax:757-687-1501
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March 27,
2008
Via EDGAR and
Facsimile
Mr.
Thomas Kluck
Branch
Chief
Securities
& Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549
Re: Dynex
Capital, Inc.
Registration Statement on Form
S-3
Filed February 29, 2008
File No.
333-149475
Dear Mr.
Kluck:
On behalf of Dynex Capital, Inc. (the
“Company”), we are responding to your letter dated March 17, 2008, relating
to the above-referenced filing (the “Filing”). The comments contained
in that letter and the Company’s responses are set forth below.
General:
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1.
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We
note that you have the form of the indenture filed as an exhibit to this
registration statement. Please file the actual indenture, which
may be open ended, prior to the effectiveness of this registration
statement. Please refer to Section 201.04 under 1939 Act –
General Guidance, which can be located at http://www.sec.gov/divsions/corpfin/guidance/tiainterp.htm,
and revise accordingly.
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Response:
We have
now filed the form of the indenture as Exhibit 4.3 to the Registration
Statement. Please note that the filed form contemplates either senior
debt or subordinated debt, and therefore includes alternate provisions that
would be included in an indenture for subordinated debt. Any
prospectus supplement that relates to a debt offering will include a full
description of the terms of the applicable indenture, which will also be filed
by the
ATLANTA • HONG KONG • LONDON • NEW YORK • NEWARK • NORFOLK • RALEIGH
RICHMOND • SHANGHAI • TYSONS CORNER • VIRGINIA BEACH • WASHINGTON, D.C.
TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
Mr.
Thomas Kluck
March 27,
2008
Page
2
Company
at or prior to that time.
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2.
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We
note the tax related disclosure that begins on page 19. We also
note that you have not filed the tax opinion with this registration
statement. Please file the tax opinion with your next
amendment.
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Response:
The tax
opinion has been filed as Exhibit 8.1 to the Registration
Statement.
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3.
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We
note that exhibit 25.1 indicates that the Form T-1 Statement of
Eligibility of the trustee will be filed as an exhibit. Please
be aware that companies relying upon Section 305(b)(2) of the Trust
Indenture Act to designate the trustee on a delayed basis must separately
file the Form T-1 under the electronic form type “305B2.” In
this situation, companies should not file the Form T-1 in a post-effective
amendment to the registration statement. Please refer to
Section 220.01 under 1939 Act – General Guidance, which can be located at
http://www.sec.gov/divsions/corpfin/guidance/tiainterp.htm
and revise your exhibit index
accordingly.
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Response:
We
acknowledge the comment, and have revised the exhibit index
accordingly.
The Company welcomes the opportunity to
discuss the foregoing points further and clarify any open questions you may have
at your convenience. Please feel free to contact me directly at
(757) 687-7719.
Very truly yours,
/s/
James J. Wheaton
cc: Duc
Dang, U.S. Securities and Exchange Commission
Stephen J. Benedetti, Dynex Capital,
Inc.