AGNC Investment Corp S-3ASR, filed Jun 11, 2021

AGNC Investment Corp. (AGNC)

S-3ASR 2021-06-11

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Title of Each Class of Securities to be Registered	Amounts to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock ($0.01 par value per share)	(1)(2)	(1)(2)	(1)(2)	(3)
Preferred Stock ($0.01 par value per share)	(1)(2)	(1)(2)	(1)(2)	(3)
Debt Securities	(1)(2)	(1)(2)	(1)(2)	(3)
Depositary Shares	(1)(2)	(1)(2)	(1)(2)	(3)
Under the Plan: Common Stock ($0.01 par value per share)	21,740,000(4)(5)	(5)	(5)	(5)



			Page
About this Prospectus			ii
The Company			1
Risk Factors			1
Use of Proceeds			1
Plan of Distribution			2
Description of Equity Securities			4
Description of Debt Securities			15
Description of Depositary Shares			20
U.S. Federal Income Tax Considerations			23
Legal Matters			39
Experts			39
Where You Can Find More Information			39
Incorporation of Certain Documents by Reference			39


			We will be taxed at regular corporate rates on any undistributed taxable income, including undistributed net capital gains.
			If we have net income from prohibited transactions, which are, in general, sales or other dispositions of inventory or property held primarily for sale to customers in the ordinary course of business, other than foreclosure property, such income will be subject to a 100% tax. See “-Prohibited Transactions,” and “-Foreclosure Property,” below.
			If we derive “excess inclusion income” from an interest in certain mortgage loan securitization structures (i.e., a “taxable mortgage pool” or a residual interest in a real estate mortgage investment conduit, or REMIC), we could be subject to corporate level U.S. federal income tax at the highest applicable rate to the extent that such income is allocable to specified types of tax-exempt stockholders known as “disqualified organizations” that are not subject to unrelated business income tax.
			If we elect to treat property that we acquire in connection with a foreclosure of a mortgage loan or certain leasehold terminations as “foreclosure property,” we may thereby avoid the 100% tax on gain from a resale of that property (if the sale would otherwise constitute a prohibited transaction), but the income from the sale or operation of the property may be subject to corporate income tax at the highest applicable rate.
			If we should fail to satisfy the 75% gross income test or the 95% gross income test, as discussed below, but nonetheless maintain our qualification as a REIT because we satisfy other requirements, we will be subject to a 100% tax on an amount based on the magnitude of the failure, as adjusted to reflect the profit margin associated with our gross income.
			If we should violate the asset tests (other than certain de minimis violations) or other requirements applicable to REITs, as described below, and yet maintain our qualification as a REIT because there is reasonable cause for the failure and other applicable requirements are met, we may be subject to a penalty tax. In that case, the amount of the penalty tax will be at least $50,000 per failure, and, in the case of certain asset test failures, will be determined as the amount of net income generated by the assets in question multiplied by the highest corporate tax rate if that amount exceeds $50,000 per failure.
			If we should fail to distribute during each calendar year at least the sum of (a) 85% of our REIT ordinary income for such year, (b) 95% of our REIT capital gain net income for such year, and (c) any undistributed taxable income from prior periods, we would be subject to a nondeductible 4% excise tax on the excess of the required distribution over the sum of (i) the amounts that we actually distributed and (ii) the amounts we retained and upon which we paid income tax at the corporate level.
			We may be required to pay monetary penalties to the IRS in certain circumstances, including if we fail to meet record keeping requirements intended to monitor our compliance with rules relating to the composition of a REIT's stockholders, as described below in “-Requirements for Qualification-General.”
			A 100% tax may be imposed on transactions between us and a taxable REIT subsidiary (“TRS”) (as described below) that do not reflect arm's-length terms.
			If we acquire appreciated assets from a corporation that is not a REIT (i.e., a corporation taxable under subchapter C of the Internal Revenue Code) in a transaction in which the adjusted tax basis of the assets in our hands is determined by reference to the adjusted tax basis of the assets in the hands of the subchapter C corporation, we may be subject to tax on such appreciation at the highest corporate income tax rate then applicable if we subsequently recognize gain on a disposition of any such assets during the five-year period following their acquisition from the subchapter C corporation.
			The earnings of our subsidiaries, including any TRS, may be subject to U.S. federal corporate income tax to the extent that such subsidiaries are subchapter C corporations.


						a citizen or resident of the United States;
						a corporation (or entity treated as a corporation for U.S. federal income tax purposes) created or organized in the United States or under the laws of the United States, or of any state thereof, or the District of Columbia;
						an estate, the income of which is includable in gross income for U.S. federal income tax purposes regardless of its source; or
						a trust if (1) a United States court is able to exercise primary supervision over the administration of such trust and one or more United States fiduciaries have the authority to control all substantial decisions of the trust or (2) the trust has a valid election in place to be treated as a U.S. person.


			Any registered stockholder may elect to participate in the Plan.
			Interested prospective investors who are not currently holders of our common stock may make their initial purchase through the Plan, subject to a minimum purchase of $250.
			Up to a 5% discount on shares of our common stock purchased under the Plan for purchases, with our prior approval, in excess of $10,000 per month.
			Optional full or partial dividend reinvestment options.
			Optional cash purchases of between $50 and $10,000 per month and, with our prior approval, in excess of $10,000 per month.
			Certificate safekeeping in book-entry form available at no charge to participants.
			Detailed record keeping and reporting will be provided at no charge to participants.
			Optional automatic investment withdrawals from your bank account.


Delaware (State or other jurisdiction of incorporation or organization)						26-1701984 (I.R.S. Employer Identification No.)


2 Bethesda Metro Center, 12th Floor Bethesda, Maryland 20814 (301) 968-9300 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)


			A base prospectus to be used by AGNC Investment Corp. (the “Company”) in connection with offerings of the Company’s common stock, preferred stock, debt securities and depositary shares.
			A base prospectus to be used by the Company in connection with sales of shares of the Company’s common stock registered for purchase under the AGNC Investment Corp. Amended and Restated Dividend Reinvestment and Direct Stock Purchase Plan.


			loans or mortgage-backed securities held as assets that are issued or purchased at a discount and require the accrual of taxable economic interest in advance of receipt in cash; and
			loans on which the borrower is permitted to defer cash payments of interest, and distressed loans on which we may be required to accrue taxable interest income even though the borrower is unable to make current servicing payments in cash.


			income retained by the REIT in the prior taxable year on which the REIT was subject to corporate level income tax (less the amount of tax);
			dividends received by the REIT from TRSs or other taxable C corporations; or
			income subject to tax with respect to the prior taxable year from the sales of “built-in gain” property acquired by the REIT from C corporations in carryover basis transactions (less the amount of corporate tax on such income).


			The Plan provides participants with the opportunity to purchase additional shares of common stock, if desired, by automatically reinvesting all or a portion of cash dividends on our common stock in the Plan.
			The Plan also provides participants with the opportunity to purchase additional shares of common stock directly from us, if desired, by investing additional cash on a monthly basis from $50 to $10,000, or, with our prior approval, in excess of $10,000, with or without enrolling in dividend reinvestment.
			There are no transaction or processing fees, expenses or service charges on shares of stock purchased under the Plan with reinvested dividends. Participants will, however, pay a transaction and processing fee on purchases made with optional cash payments. See Question 4.
			Funds invested in the Plan are fully invested through the purchase of fractional shares, as well as whole shares, and proportionate cash dividends on fractional shares are used to purchase additional shares.
			There is a “share safekeeping” service that allows participants to deposit common stock certificates with the Plan Administrator and have their share ownership maintained on the Plan Administrator’s records as part of the Plan account. There is no charge for this service.
			Participants will receive statements containing year-to-date information on all Plan transactions in their account within a reasonable time after a transaction occurs, designed to simplify their record keeping.


			For Federal income tax purposes, participants will be treated as having received dividend income on the dividend payment date; such dividend will generally give rise to a tax liability even though no cash was actually paid. See the section entitled “U.S. Federal Income Tax Considerations” below.
			No interest will be paid by us or the Plan Administrator on dividends held pending reinvestment or on optional cash purchase payments held pending investment. See Question 16.
			Participants bear the risk of loss and the benefits of gain from market price changes for all of their shares of common stock. NEITHER WE NOR THE PLAN ADMINISTRATOR CAN GUARANTEE THAT SHARES OF COMMON STOCK PURCHASED UNDER THE PLAN WILL, AT ANY PARTICULAR TIME, BE WORTH MORE OR LESS THAN THEIR PURCHASE PRICE.
			The price of our shares of common stock may fluctuate in the interim between your investment decision and the time of the actual purchase and may decline between the time you decide to sell and the time at which your shares of common stock are actually sold.
			We may, in our sole discretion and without prior notice to participants, change our determination as to whether shares of our common stock will be purchased by the Plan Administrator directly from us or through market purchases. This determination will be made by us based upon general market conditions, the relationship between purchase price and book value per share, regulatory requirements and other factors.


(a)			Going to the Plan Administrator’s website at www.computershare.com/investor, and following the instructions provided for opening a Plan account online. You will be asked to complete an Online Initial Enrollment Form and to submit an initial optional cash purchase between $250 and $10,000. To make an initial optional cash purchase you may authorize a one-time online bank debit from your U.S. bank account or you may authorize a minimum of five (5) consecutive monthly automatic deductions of at least $50 each from your U.S. bank account.
(b)			Completing and signing an Initial Enrollment Form and submitting an initial investment in the amount between $250 and $10,000. To make an initial optional cash purchase in this manner, you may enclose a check, payable in U.S. funds and drawn against a U.S. bank, to “Computershare-AGNC Investment Corp.” or you may complete the direct debit authorization form enclosed with the Initial Enrollment Form and authorize a minimum of five consecutive monthly automatic deductions of at least $50 each from your U.S. bank account by following the instructions provided.


			that we will not be accepting Requests for Waivers that month;
			that we will be accepting Requests for Waivers that month. In that case, we will provide relevant information such as the date on which a Pricing Period (as defined below) will begin; the number of days in the Pricing Period; the Waiver Discount (as defined below), if applicable; the Threshold Price (as defined below), if applicable; and whether or not the Pricing Period Extension Feature (as defined below) will be activated;
			that we have not yet determined whether we will be accepting Requests for Waivers. If this is the case, we will inform participants of a date later in the month when they can call to ascertain whether we will be accepting Requests for Waivers.


SEC registration fee			*
Printing and engraving expenses			**
Legal fees and expenses			**
Accounting fees and expenses			**
Miscellaneous			**
Total			—


Item 14.			Other Expenses of Issuance and Distribution.


Item 15.			Indemnification of Directors and Officers


Item 16.			Financial Statements and Exhibits


*			To be filed by amendment or incorporated by reference in connection with the offering of the Securities.
**			Previously filed.


Exhibit			Description
*1.1			Form of Underwriting Agreement.

**4.1			Instruments defining the rights of holders of securities: See Article IV of our Amended and Restated Certificate of Incorporation, incorporated herein by reference to Exhibit 3.1 of Form 10-Q for the quarter ended March 31, 2020 (File No. 001-34057), filed May 11, 2020.

**4.2			Instruments defining the rights of holders of securities: See Article VI of our Fourth Amended and Restated Bylaws, incorporated herein by reference to Exhibit 3.1 of Form 8-K (File No. 001-34057), filed March 11, 2021.

**4.3			Form of Certificate for Common Stock, incorporated herein by reference to Exhibit 4.3 of Form 10-Q for the quarter ended September 30, 2016 (File No. 001-34057), filed November 7, 2016.

**4.4			Specimen 7.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, incorporated herein by reference to Exhibit 4.1 to Form 8-A (File No. 001-34057), filed August 18, 2017.

**4.5			Specimen 6.875% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, incorporated herein by reference to Exhibit 4.1 to Form 8-A (File No. 001-34057), filed March 6, 2019.

**4.6			Specimen 6.50% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, incorporated herein by reference to Exhibit 4.1 to Form 8-A (File No. 001-34057), filed October 3, 2019.

**4.7			Specimen 6.125% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, incorporated herein by reference to Exhibit 4.1 to Form 8-A (File No. 001-34057), filed February 11, 2020.

**4.8			Deposit Agreement relating to 7.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, dated August 22, 2017, among AGNC Investment Corp., Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, incorporated herein by reference to Exhibit 4.2 of Form 8-K (File No. 001-34057), filed August 22, 2017.

**4.9			Form of Depositary Receipt representing 1/1,000th of a share of 7.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (included as part of Exhibit 4.8), incorporated herein by reference to Exhibit A of Exhibit 4.2 of Form 8-K (File No. 001-34057), filed August 22, 2017.

**4.10			Deposit Agreement relating to 6.875% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, dated March 6, 2019, among AGNC Investment Corp., Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, incorporated herein by reference to Exhibit 4.2 of Form 8-K (File No. 001-34057), filed March 6, 2019.

**4.11			Form of Depositary Receipt representing 1/1,000th of a share of 6.875% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (included as part of Exhibit 4.10), incorporated herein by reference to Exhibit A of Exhibit 4.2 of Form 8-K (File No. 001-34057) filed March 6, 2019.

**4.12			Deposit Agreement relating to 6.50% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, dated October 3, 2019, among AGNC Investment Corp., Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, incorporated herein by reference to Exhibit 4.2 of Form 8-K (File No. 001-34057), filed October 3, 2019.

**4.13			Form of Depositary Receipt representing 1/1,000th of a share of 6.50% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (included as part of Exhibit 4.12), incorporated herein by reference to Exhibit A of Exhibit 4.2 of Form 8-K (File No. 001-34057), filed October 3, 2019.

**4.14			Deposit Agreement relating to 6.125% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, dated February 11, 2020, among AGNC Investment Corp., Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, incorporated herein by reference to Exhibit 4.1 of Form 8-K (File No. 001-34057), filed February 11, 2020.



**4.15			Form of Depositary Receipt representing 1/1,000th of a share of 6.125% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (included as part of Exhibit 4.14), incorporated herein by reference to Exhibit A of Exhibit 4.2 of Form 8-K (File No. 001-34057), filed February 11, 2020.

**4.16			Form of Indenture, incorporated herein by reference to Exhibit 4.5 to the Registration Statement on Form S-3 (Registration No. 333-192286), filed November 12, 2013.

*4.17			Form of Debt Security.
**4.18			Form of Deposit Agreement, incorporated herein by reference to Exhibit 4.7 to the Registration Statement on Form S-3 (Registration No. 333-192286), filed November 12, 2013.
*4.19			Form of Depositary Receipt.

5.1			Opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the legality of the securities being registered, dated June 11, 2021.

8.1			Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding tax matters, dated June 11, 2021.

23.1			Consent of Ernst & Young LLP.

23.2			Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).

23.3			Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.1).

24.1			Powers of Attorney.
25.1			Statement of Eligibility of Trustee on Form T-1.


			AGNC INVESTMENT CORP.

By:			/s/ Kenneth L. Pollack
Name:			Kenneth L. Pollack
Title:			Senior Vice President, General Counsel, Chief Compliance Officer and and Secretary



Signature		Title	Date

/s/ Gary D. Kain	Chief Executive Officer and Chief Investment Officer		June 11, 2021
Gary D. Kain		(Principal Executive Officer)
/s/ Bernice E. Bell	Senior Vice President and Chief Financial Officer		June 11, 2021
Bernice E. Bell		(Principal Financial and Accounting Officer)
*	Director		June 11, 2021
Donna J. Blank
*	Director		June 11, 2021
Morris A. Davis
*	Director		June 11, 2021
John D. Fisk
*	Director		June 11, 2021
Prue B. Larocca
*	Director		June 11, 2021
Paul E. Mullings
*	Director		June 11, 2021
Frances R. Spark


			AGNC INVESTMENT CORP.

Dated: June 10, 2021			/s/ Gary Kain
			Gary Kain
			Chief Executive Officer, President and Chief Investment Officer


800 Nicollet Mall Minneapolis, Minnesota			55402
(Address of principal executive offices)			(Zip Code)


Delaware			26-1701984
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


2 Bethesda Metro Center, 12th Floor Bethesda. MD			20814
(Address of Principal Executive Offices)			(Zip Code)



By:			/s/ Monique L. Green
Name:			Monique L. Green
Title:			Vice President