AGNC INVESTMENT CORP. (NASDAQ:AGNC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement.
On August 22, 2017, in connection with the underwriting agreement, dated August 15, 2017, relating to the Company’s sales of depositary shares (the “Depositary Shares”), each representing 1/1,000th of a share of the Company’s 7.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”), the Company issued 13,000 shares of Series C Preferred Stock, which shares were deposited with Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary (the “Depositary”). On August 22, 2017, the Company entered into a Deposit Agreement with the Depositary (the “Deposit Agreement”). A copy of the Deposit Agreement is included as Exhibit 4.2 hereto and is incorporated herein by reference.
Item 8.01 Other Events.
On August 22, 2017, Skadden, Arps, Slate, Meagher & Flom LLP delivered to the Company an opinion with respect to the validity of the Depositary Shares, the Series C Preferred Stock and the Conversion Shares (the “Opinion”). The Opinion is being filed herewith, and thereby automatically incorporated by reference into the Company’s Registration Statement on Form S-3 (No. 333-205306), in accordance with the requirements of Item 601(b)(5) of Regulation S-K.
Item 9.01 Exhibits
Deposit Agreement, dated August 22, 2017, among AGNC Investment Corp., and Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary.
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Depositary Shares, the Series C Preferred Stock and the Conversion Shares.
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (contained in Exhibit 5.1 hereto).
AGNC Investment Corp. ExhibitEX-4.2 2 depositagreement.htm EXHIBIT 4.2 Exhibit Exhibit 4.2DEPOSIT AGREEMENTDated August 22,…To view the full exhibit click
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).