Business Context and Reporting Period
This Form 8-K Current Report was filed by American Capital Agency Corp. on December 1, 2011. The filing details the entry into new material definitive agreements regarding the sale of common stock and the termination of a prior sales agreement.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on capital structure transactions and legal agreements.
Material Changes
- New Sales Agreements: On December 1, 2011, the Company entered into separate Sales Agreements with Cantor Fitzgerald & Co. and Mitsubishi UFJ Securities (USA), Inc. These agreements allow the Company to sell up to an aggregate of 26,162,000 shares of Common Stock via "at the market" offerings.
- Termination of Prior Agreement: The Company terminated a previous Sales Agreement dated November 8, 2010, with Cantor Fitzgerald & Co. regarding the sale of up to 15,000,000 shares. All shares under the prior agreement were sold except for 1,162,000 shares, which are now covered under the new agreements.
- Compensation: The compensation payable to each agent for sales under the new agreements is up to 2% of the gross sales price.
Guidance, Outlook, and Risks
The filing does not contain management guidance, financial outlook, or specific risk factors beyond standard legal indemnification clauses. The Company has agreed to indemnify the agents against certain liabilities under the Securities Act of 1933. The shares are being issued pursuant to an automatic shelf registration statement on Form S-3.
Key Facts for Investor Verification
- Verify the total number of shares authorized for sale under the new agreements (26,162,000) and the remaining unsold shares from the prior agreement (1,162,000).
- Confirm the 2% compensation fee payable to Cantor Fitzgerald & Co. and Mitsubishi UFJ Securities (USA), Inc.
- Review the prospectus supplement dated December 1, 2011, for specific terms of the "at the market" offering.
- Note that the filing references a legal opinion from Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the share issuance.