AGNC INVESTMENT CORP. (NASDAQ:AGNC) Files An 8-K Other Events
Item 8.01. Other Events.
On February 27, 2019, AGNC Investment Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Merrill, Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Keefe, Bruyette & Woods, Inc., as representatives of the several underwriters named therein (the “Underwriters”), relating to (i)the sale by the Company to the Underwriters of 9,000,000 depositary shares, each representing 1/1,000thof a share of the Company’s 6.875% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series D Preferred Stock”), and (ii)the grant by the Company to the Underwriters of an option to purchase all or part of an additional 1,350,000 depositary shares (collectively, the “Depositary 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. The offering is expected to close on March 6, 2019, subject to the satisfaction of customary closing conditions.
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 Depositary 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 filed as Exhibit 1.1 hereto and incorporated herein by reference. The offering is being conducted to the Company’s Registration Statement on Form S-3ASR (File No.333-225628). The offering is being made to the prospectus supplement, dated February 27, 2019, and the accompanying prospectus, dated June 4, 2018, filed with the Securities and Exchange Commission to Rule 424(b) of the Securities Act of 1933, as amended.
(d) Exhibits.
|
ExhibitNo. |
Description |
|
1.1 |
Underwriting Agreement, dated February 27, 2019, by and among AGNC Investment Corp. and Morgan Stanley & Co. LLC, Merrill, Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC, J.P. Morgan Securities LLC, RBC Capital Markets LLC and Keefe, Bruyette & Woods Inc., as representatives of the several underwriters listed on Schedule I attached thereto.
|
AGNC Investment Corp. Exhibit
EX-1.1 2 underwritingagmt22719.htm EXHIBIT 1.1 Exhibit Exhibit 1.1UNDERWRITING AGREEMENTAGNC INVESTMENT CORP.(a Delaware corporation)9,…
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).
