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Item
1.01. Entry into a Material Definitive Agreement.
On September 12, 2017, AGNC Investment Corp. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as underwriters (collectively, the "Underwriters"), with respect to (i) the sale by the Company of 24,500,000 shares of the Company's
common stock to the Underwriters and (ii) the grant by the Company to the Underwriters of an option to purchase all or part of 3,675,000 additional shares of the Company's common stock (together, the "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 and sale of the Shares is being made pursuant
to a preliminary prospectus supplement and final prospectus supplement related to the Company’s effective shelf registration statement on Form S-3 (File No. 333-205306) (the "Registration Statement"), each of which has been filed with the Securities and Exchange Commission.
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 Shares.
On September
15, 2017, Skadden, Arps, Slate, Meagher & Flom LLP delivered an opinion to the Company with respect to the validity of the Shares (the "Opinion"). The Opinion is being filed herewith, and thereby automatically incorporated by reference into the Registration Statement, in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933.
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.
