AGNC Investment Corp.
10/28/2024 | Press release | Distributed by Public on 10/28/2024 06:14
Material Event Form 8 K
Item 8.01. Other Events
As previously reported, on October 12, 2023, AGNC Investment Corp., a Delaware corporation (the "Company") entered into separate sales agreements (the "Original Sales Agreements") with each of Goldman Sachs & Co. LLC, Barclays Capital Inc., BTIG, LLC, Citigroup Global Markets Inc., Citizens JMP Securities, LLC, J.P. Morgan Securities LLC, Keefe, Bruyette & Woods, Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC, Virtu Americas LLC, and Wells Fargo Securities, LLC (each, an "Agent" and collectively, the "Agents"), to implement a new "at the market" common stock issuance program under which the Company may, from time to time to or through any of the Agents, acting as agent and/or principal, offer and sell shares of its common stock, par value $0.01 per share (the "Common Stock"). On May 9, 2024, the Company entered into separate amendments to the Original Sales Agreements with each of the Agents to increase the aggregate offering price of Common Stock available for issuance under the Original Sales Agreements ("Amendment No. 1 to the Original Sales Agreements" and together with the Original Sales Agreements, the "Amended Sales Agreements."). As of October 25, 2024, in addition to the previously disclosed shares of Common Stock sold under the Original Sales Agreements, the Company has sold shares of Common Stock having an aggregate offering price of approximately $1.25 billion under Amendment No. 1 to the Original Sales Agreements.
On October 25, 2024, the Company entered into separate amendments to the Amended Sales Agreements with each of the Agents to increase the aggregate offering price of Common Stock available for issuance under the Amended Sales Agreements and to revise certain other provisions of the Amended Sales Agreements ("Amendment No. 2 to the Original Sales Agreements" and, together with the Amended Sales Agreements, each, a "Sales Agreement" and collectively, the "Sales Agreements"). As a result of Amendment No. 2 to the Original Sales Agreements, the Company may, but has no obligation to, issue and sell under the Sales Agreements shares of Common Stock having an aggregate offering price of up to $1.5 billion (the "Shares").
Shares sold under the Sales Agreements, if any, will be issued pursuant to the Company's automatic shelf registration statement on Form S-3ASR (File No. 333-279249), filed with the Securities and Exchange Commission on May 9, 2024 (the "Registration Statement"), including the prospectus, dated May 9, 2024 and the prospectus supplement, dated October 25, 2024, as the same may be amended or supplemented.
Sales, if any, of Shares under the Sales Agreements may be made in ordinary brokers' transactions, to or through a market maker, on or through the Nasdaq Global Select Market or any other market venue where the securities may be traded, in the over-the-counter market, in privately negotiated transactions (including block transactions), or through a combination of any such methods of sale. The Agents may also sell Shares by any other method permitted by law. Each Agent will make all sales on a best efforts basis using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between each Agent and the Company. The compensation payable to each Agent for sales of Shares pursuant to its respective Sales Agreement will be up to 1.0% of the gross sales price for any Shares sold through it as agent under the applicable Sales Agreement.
The offering of Shares pursuant to the Sales Agreements will terminate upon the earlier of (1) the sale of all of the Shares or (2) the termination of the Sales Agreements by the Agents or the Company upon 10 days' notice. The form of Amendment No. 2 to the Original Sales Agreements is filed as Exhibit 1.1 to this Current Report on Form 8-K. The description of Amendment No. 2 to the Original Sales Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Amendment No. 2 to the Original Sales Agreements filed herewith as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.