Business Context and Reporting Period
This Form 8-K Current Report was filed by AGNC Investment Corp. on June 14, 2018. The filing documents the entry into a material definitive agreement regarding a new equity issuance program.
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, or debt levels. The primary financial figure disclosed is the authorization to raise up to $1,000,000,000 in aggregate offering price through the sale of common stock.
Material Changes
- Termination of Prior Program: The Company's existing "at the market" common stock issuance program under its prior automatic shelf registration statement was terminated on June 14, 2018.
- New Shelf Registration: A new automatic shelf registration statement on Form S-3ASR (No. 333-225628) was filed.
- New Sales Agreements: The Company entered into separate Sales Agreements with five agents: Cantor Fitzgerald & Co., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC.
Guidance, Outlook, and Terms
Under the new Sales Agreements, the Company may offer and sell shares of its common stock (par value $0.01 per share) from time to time through the designated agents. Sales may be conducted via "at the market offerings" as defined in Rule 415(a)(4) under the Securities Act of 1933, including sales on the Nasdaq Global Select Market.
- Compensation: Agents are entitled to compensation of up to 2.0% of the gross sales price for shares sold through them.
- Termination: The offering will terminate upon the earlier of the sale of all shares subject to the agreements or termination by either party upon 10 days' notice.
- Legal Opinion: Skadden, Arps, Slate, Meagher & Flom LLP delivered a legal opinion regarding the sale of shares, which is filed as an exhibit.
Investor Verification Checklist
- Verify the execution of the Sales Agreements with the five named agents (Cantor Fitzgerald, Citigroup, Credit Suisse, J.P. Morgan, Morgan Stanley).
- Confirm the status of the new Form S-3ASR (No. 333-225628) registration statement.
- Monitor future filings for actual share sales volumes and proceeds generated under the new $1 billion program.
- Review the specific terms in the filed Exhibit 1.1 (Form of Sales Agreement) for any conditions not summarized in the 8-K.