AGNC INVESTMENT CORP. (NASDAQ:AGNC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On July 31, 2018, AGNC Investment Corp. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and UBS Securities LLC, as representatives of underwriters named in Schedule I of the Underwriting Agreement (collectively, the "Underwriters"), with respect to (i) the sale by the Company of 38,000,000 shares of the Company's common stock to the Underwriters and (ii) the grant by the Company to the Underwriters of an option (the "Option") to purchase all or part of 5,700,000 additional shares of the Company's common stock (together, the "Shares"). The sale of the Shares, including the exercise in full of the Option, closed on August 3, 2018. 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.
The offering and sale of the Shares is being made to a preliminary prospectus supplement and final prospectus supplement related to the Company’s effective shelf registration statement on Form S-3 (File No. 333-225628) (the "Registration Statement"), each of which has been filed with the Securities and Exchange Commission.
The Underwriting Agreement contains customary representations, 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.
The foregoing is a summary description of certain terms of the Underwriting Agreement and is qualified in its entirety by the text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
On August 3, 2018, Skadden, Arps, Slate, Meagher & Flom LLP delivered 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.
Underwriting Agreement, dated July 31, 2018, by and among AGNC Investment Corp. and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and UBS Securities LLC.
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, dated August 3, 2018.
AGNC Investment Corp. ExhibitEX-1.1 2 underwritingagmt-july2018.htm EXHIBIT 1.1 Exhibit Exhibit 1.1 UNDERWRITING AGREEMENTAGNC INVESTMENT CORP.(a Delaware corporation)38,…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).