By Marisa Wong
Los Angeles, Sept. 7 – AGNC Investment Corp. priced $150 million, or 6 million depositary shares, each representing 1/1000 of a share of its $25-par series G fixed-rate reset cumulative redeemable preferred stock, according to a 424B5 filing with the Securities and Exchange Commission.
The dividend is fixed at 7.75% until Oct. 15, 2027, at which point it will reset to Treasuries plus a spread of 439 basis points. The dividend rate will reset every five years after that.
The depositary shares are redeemable on or after Oct. 15, 2027 at par. Prior to that, the depositary shares are redeemable or convertible within 120 days after a change of control.
The underwriters have an option to purchase $20.25 million, or 900,000, additional depositary shares.
Morgan Stanley & Co. LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC, UBS Securities LLC and Keefe, Bruyette & Woods, Inc. are the joint bookrunners.
AGNC plans to list the preferreds on the Nasdaq under the symbol “AGNCL.”
The company plans to use the proceeds to finance the acquisition of agency securities, non-agency securities (including credit risk transfer securities), other real estate-related assets and hedging instruments and other investments in, or related to, the housing, mortgage or real estate markets, as well as for other general corporate purposes.
AGNC is a Bethesda, Md.-based real estate investment trust.
| Issuer: | AGNC Investment Corp.
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| Amount: | $150 million, or 6 million shares
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| Greenshoe: | $20.25 million, or 900,000 shares
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| Issue: | Series G fixed-rate reset cumulative redeemable preferred stock
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| Maturity: | Perpetual
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| Bookrunners: | Morgan Stanley & Co. LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC, UBS Securities LLC and Keefe, Bruyette & Woods, Inc.
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| Co-managers: | BTIG, LLC and Citigroup Global Markets Inc.
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| Depositary: | Computershare Inc. and Computershare Trust Co., NA
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| Counsel to issuer: | Skadden, Arps, Slate, Meagher & Flom LLP
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| Counsel to underwriters: | Vinson & Elkins LLP
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| Dividend: | 7.75% initially; resets on Oct. 15, 2027 and every five years after that to Treasuries plus 439 bps
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| Price: | Par of $25
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| Call option: | At par on or after Oct. 15, 2027; prior to that, redeemable or convertible within 120 days after a change of control
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| Trade date: | Sept. 7
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| Settlement date: | Sept. 14
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| Distribution: | SEC registered
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| Listing: | Nasdaq: AGNCL
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| Cusip: | 00123Q856
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