AGNC INVESTMENT CORP. (NASDAQ:AGNC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
an Underwriting Agreement (the Underwriting Agreement) with J.P.
Morgan Securities LLC, Citigroup Global Markets Inc., Credit
Suisse Securities (USA) LLC and Goldman Sachs Co. LLC, as
representatives of the several underwriters named therein
(collectively, the Underwriters), with respect to (i) the sale by
the Company of 24,500,000 shares of the Company’s common stock
to the Underwriters and (ii) the grant by the Company to the
Underwriters of an option to purchase all or part of 3,675,000
additional shares of the Company’s common stock (together, the
Shares). 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.
preliminary prospectus supplement and final prospectus supplement
related to the Companys effective shelf registration statement on
Form S-3 (File No. 333-205306) (the Registration Statement), each
of which has been filed with the Securities and Exchange
Commission.
warranties and covenants by the Company. It also provides for
customary indemnification by the Company for losses and damages
arising out of or in connection with the sale of the Shares.
Underwriting Agreement and is qualified in its entirety by the
text of the Underwriting Agreement filed as Exhibit 1.1 hereto
and is incorporated herein by reference.
an opinion to the Company with respect to the validity of the
Shares (the Opinion). The Opinion is being filed herewith, and
thereby automatically incorporated by reference into the
Registration Statement, in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of
1933.
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Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated May 2, 2017, by and among
AGNC Investment Corp. and J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Goldman Sachs Co. LLC. |
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5.1
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Opinion of Skadden, Arps, Slate, Meagher Flom LLP, dated
May 5, 2017. |
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23.1
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Consent of Skadden, Arps, Slate, Meagher Flom LLP
(included in Exhibit 5.1). |
About AGNC INVESTMENT CORP. (NASDAQ:AGNC)
AGNC Investment Corp., formerly American Capital Agency Corp., is an internally managed real estate investment trust (REIT). The Company primarily invests on a leveraged basis in agency mortgage-backed securities (agency MBS). The Company’s investments consist of residential mortgage pass-through securities and collateralized mortgage obligations (CMOs) for which the principal and interest payments are guaranteed by a government-sponsored enterprise, such as the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac), or by the United States Government agency, such as the Government National Mortgage Association (Ginnie Mae) (collectively, GSEs). The Company also invests in other assets related to agency securities and approximately 10% of its assets in AAA non-agency and commercial mortgage-backed securities (collectively, AAA non-agency MBS). AGNC INVESTMENT CORP. (NASDAQ:AGNC) Recent Trading Information
AGNC INVESTMENT CORP. (NASDAQ:AGNC) closed its last trading session up +0.15 at 20.15 with 10,035,590 shares trading hands.
