AGNC INVESTMENT CORP. (NASDAQ:AGNC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On June 14, 2018, AGNC Investment Corp. (the “Company”) filed a new automatic shelf registration statement on Form S-3ASR (No. 333-225628) (the “Registration Statement”). Concurrently with the filing of the Registration Statement, the Company’s existing “at the market” common stock issuance program under its prior automatic shelf registration statement terminated. Also on June 14, 2018, the Company implemented a new “at the market” program by entering into separate Sales Agreements (each a “Sales Agreement” and collectively, the “Sales Agreements”) with each of Cantor Fitzgerald & Co., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC (each, an “Agent” and collectively, the “Agents”). Under the terms of the Sales Agreements, the Company may offer and sell up to $1,000,000,000 aggregate offering price of shares of its common stock (the “Shares”), par value $0.01 per share (“Common Stock”), from time to time to or through any of the Agents, acting as agent and/or principal.
Sales of the Shares, if any, may be made in any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the Nasdaq Global Select Market or on any other existing trading market for the Company's Common Stock. Under the Sales Agreements, any Agent (at the Company’s election) will use commercially reasonable efforts consistent with its normal sales and trading practices to sell the Shares as directed by the Company. The compensation payable to each Agent for sales of Shares to its Sales Agreement will be up to 2.0% of the gross sales price for any Shares sold through it as sales agent under the applicable Sales Agreement.
Shares sold under the Sales Agreements, if any, will be issued to the Company’s Registration Statement, including the prospectus, dated June 14, 2018, and the prospectus supplement, dated June 14, 2018, as the same may be amended or supplemented.
The offering of Shares to the Sales Agreements will terminate upon the earlier of (1) the sale of all the Shares subject to the Sales Agreements or (2) the termination of the Sales Agreements by the Agents or the Company upon 10 days’ notice. The form of the Sales Agreements is filed as Exhibit 1.1 to this Current Report. The description of the Sales Agreements does not purport to be complete and is qualified in its entirety by reference to the form of the Sales Agreements filed herewith as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
On June 14, 2018, Skadden, Arps, Slate, Meagher & Flom LLP delivered an opinion (the “Opinion”) to the Company in connection with the Company’s sale from time to time to or through the Agents of up to $1,000,000,000 aggregate offering price of shares of Common Stock to the Sales Agreements. 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.
AGNC Investment Corp. ExhibitEX-1.1 2 formofsalesagreementjune20.htm EXHIBIT 1.1 Exhibit Exhibit 1.1AGNC INVESTMENT CORP. SHARES OF COMMON STOCK($0.01 PAR VALUE PER SHARE)SALES AGREEMENTJune 14,…To view the full exhibit click here
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).
