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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
__________________________________________________
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report (Date of earliest event reported): September 13,
2022
__________________________________________________
AGNC INVESTMENT CORP.
(Exact name of registrant as specified in its charter)
__________________________________________________
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Delaware |
001-34057 |
26-1701984 |
(State or Other Jurisdiction of
Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
2 Bethesda Metro Center, 12th Floor
Bethesda, Maryland 20814
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(301) 968-9300
N/A
(Former name or former address, if changed since last
report)
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
(17
CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class |
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Trading Symbol(s) |
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Name of Exchange on Which Registered |
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Common Stock, par value $0.01 per share |
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AGNC |
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The Nasdaq Global Select Market |
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Depositary shares of 7.000% Series C Fixed-to-Floating Rate
Cumulative Redeemable Preferred Stock |
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AGNCN |
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The Nasdaq Global Select Market |
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Depositary shares of 6.875% Series D Fixed-to-Floating Rate
Cumulative Redeemable Preferred Stock |
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AGNCM |
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The Nasdaq Global Select Market |
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Depositary shares of 6.50% Series E Fixed-to-Floating Rate
Cumulative Redeemable Preferred Stock |
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AGNCO |
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The Nasdaq Global Select Market |
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Depositary shares of 6.125% Series F Fixed-to-Floating Rate
Cumulative Redeemable Preferred Stock |
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AGNCP |
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The Nasdaq Global Select Market |
Depositary shares of 7.75% Series G Fixed-Rate Reset Cumulative
Redeemable Preferred Stock |
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AGNCL |
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The Nasdaq Global Select Market |
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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Emerging Growth Company |
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
o
Item 3.03. Material Modifications to Rights of Security
Holders.
On September 13, 2022, AGNC Investment Corp., a Delaware
corporation (the “Company”) filed a Certificate of Designations
(the “Certificate of Designations”) with the Secretary of State of
the State of Delaware to designate 6,900,000 shares of the
Company’s authorized preferred stock as the 7.75% Series G
Fixed-Rate Reset Cumulative Redeemable Preferred Stock, par value
$0.01 per share, with a liquidation preference of $25,000 per share
(“Series G Preferred Stock”), with the powers, designations,
preferences and other rights as set forth therein. The Certificate
of Designations became effective upon filing on September 13,
2022.
The Certificate of Designations provides that the Company will pay
quarterly cumulative cash dividends on the Series G Preferred Stock
based on the stated liquidation preference of $25,000 per share, in
arrears, when and as declared, on the 15th day of each January,
April, July and October, beginning on January 15, 2023 (provided
that if any dividend payment date is not a business day, then the
dividend which would otherwise have been payable on that dividend
payment date may be paid on the next succeeding business day) (i)
from, and including, the date of original issuance to, but
excluding, October 15, 2027 (the “First Reset Date”), at a fixed
rate equal to 7.75% (equivalent to $1,937.50 per annum per share of
Series G Preferred Stock or $1.93750 per annum per depositary share
(each a “Depositary Share” and collectively, the “Depositary
Shares”), each representing 1/1,000th of a share of the Series G
Preferred Stock), and (ii) from and including the First Reset Date,
during each reset period, at a rate per annum equal to the
five-year U.S. Treasury Rate as of the most recent reset dividend
determination date (as defined in the Certificate of Designations)
plus a spread of 4.39% per annum.
The Series G Preferred Stock will rank, with respect to rights to
the payment of dividends and the distribution of assets upon our
liquidation, dissolution or winding up, (1) senior to all classes
or series of the Company’s common stock and to all other equity
securities issued by the Company other than equity securities
referred to in clauses (2) and (3); and (2) on a parity with all
equity securities issued by the Company with terms specifically
providing that those equity securities rank on a parity with the
Series G Preferred Stock with respect to rights to the payment of
dividends and the distribution of assets upon the Company’s
liquidation, dissolution or winding up, including the Company’s
currently outstanding 7.000% Series C Fixed-to-Floating Rate
Cumulative Redeemable Preferred Stock, 6.875% Series D
Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, 6.50%
Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred
Stock and 6.125% Series F Fixed-to-Floating Rate Cumulative
Redeemable Preferred Stock.
Generally, the Series G Preferred Stock will not be redeemable
before October 15, 2027, except under circumstances intended to
preserve the Company’s qualification as a real estate investment
trust (“REIT”), for federal income tax purposes and except upon the
occurrence of a Change of Control (as defined in the Certificate of
Designations). On or after October 15, 2027, the Company may, at
its option, redeem any or all of the shares of the Series G
Preferred Stock at $25,000 per share (equivalent to $25.00 per
Depositary Share) plus any accumulated and unpaid dividends to, but
not including, the redemption date. In addition, upon the
occurrence of a Change of Control, the Company may, at its option,
redeem any or all of the shares of Series G Preferred Stock within
120 days after the first date on which such Change of Control
occurred at $25,000 per share ($25.00 per Depositary Share) plus
any accumulated and unpaid dividends to, but not including, the
redemption date. The Series G Preferred Stock has no stated
maturity, is not subject to any sinking fund or mandatory
redemption and will remain outstanding indefinitely unless
repurchased or redeemed by the Company or converted into common
stock of the Company in connection with a Change of Control by the
holders of Series G Preferred Stock.
Upon the occurrence of a Change of Control, each holder of Series G
Preferred Stock will have the right (subject to the Company’s
election to redeem the Series G Preferred Stock in whole or in
part, as described above, prior to the Change of Control Conversion
Date (as defined in the Certificate of Designations)) to convert
some or all of the Series G Preferred Stock held by such holder on
the Change of Control Conversion Date into a number of shares of
the Company’s common stock per share of Series G Preferred Stock
determined by formula, in each case, on the terms and subject to
the conditions described in the Certificate of Designations,
including provisions for the receipt, under specified
circumstances, of alternative consideration.
There are restrictions on ownership of the Series G Preferred Stock
intended to preserve the Company’s qualification as a REIT. Holders
of Series G Preferred Stock generally have no voting rights, but
have limited voting rights if the Company fails to pay dividends
for six or more full quarterly dividend periods (whether or not
consecutive) and under certain other circumstances.
The foregoing description of the terms of the Series G Preferred
Stock is qualified in its entirety by reference to the Certificate
of Designations, a copy of which is filed as Exhibit 3.7 to the
Company’s Form 8-A filed on September 14, 2022 and is incorporated
herein by reference. A copy of the form of a certificate
representing Series G Preferred Stock is filed as Exhibit 4.1 to
the Company’s Form 8-A filed on September 14, 2022 and is
incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
The information about the Certificate of Designations set forth
under Item 3.03 of this Current Report on Form 8-K is hereby
incorporated by reference into this Item 5.03.
Item 8.01. Other Events.
On September 14, 2022, in connection with the underwriting
agreement, dated September 7, 2022, relating to the Company’s sale
of Depositary Shares, the Company issued 6,000 shares of Series G
Preferred Stock. The Series G Preferred Stock was deposited with
Computershare Inc. and Computershare Trust Company, N.A., acting
jointly as depositary (the “Depositary”). On September 14, 2022,
the Company entered into a Deposit Agreement with the Depositary
(the “Deposit Agreement”) and the holders from time to time of the
receipts described therein (the “Depositary Receipt”). Copies of
the Deposit Agreement and the form of Depositary Receipt are
included as Exhibits 4.2 and 4.3 hereto, respectively, and are
incorporated herein by reference.
On September 14, 2022, Skadden, Arps, Slate, Meagher & Flom LLP
delivered to the Company an opinion with respect to the validity of
the Depositary Shares, the Series G Preferred Stock and the common
stock of the Company issuable upon conversion of the Series G
Preferred Stock (the “Opinion”). The Opinion is being filed
herewith, and thereby automatically incorporated by reference into
the Company’s Registration Statement on Form S-3 (No. 333-257014),
in accordance with the requirements of Item 601(b)(5) of Regulation
S-K.
(d) Exhibits.
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Exhibit No. |
Description |
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3.1 |
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4.1 |
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4.2 |
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4.3 |
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5.1 |
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5.2 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL
document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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AGNC INVESTMENT CORP. |
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Dated: September 14, 2022 |
By: |
/s/ Kenneth L. Pollack |
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Kenneth L. Pollack |
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Executive Vice President, Chief Compliance Officer, General Counsel
and Secretary |
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