- Current report filing (8-K)
October 05 2010 - 5:13PM
Edgar (US Regulatory)
U.S. SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
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 28, 2010
American Capital Agency Corp.
(Exact name of registrant as specified in its charter)
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DELAWARE
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005-84030
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26-1701984
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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2 Bethesda Metro Center, 14th Floor Bethesda, MD 20814
(Address of principal executive offices, zip code)
Registrants telephone number, including area code: (301) 951-6122
N/A
(Former name or former address, if changed since last report)
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
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On September 28, 2010, American Capital Agency Corp. (the Company) and American Capital Agency Management, LLC entered into an
Underwriting Agreement (the Underwriting Agreement) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and UBS Securities LLC, acting as representatives of the
several underwriters named in Schedule I to the Underwriting Agreement (collectively, the Underwriters), with respect to (i) the sale by the Company of 11,500,000 shares of the Companys common stock to the Underwriters at
a purchase price of $24.83 per share and (ii) the grant by the Company to the Underwriters of an option to purchase all or part of 1,725,000 additional shares of the Companys common stock to cover over allotments, if any. The Company
agreed to indemnify the Underwriters against certain specified types of liabilities, including liabilities under the Securities Act of 1933, and to contribute to payments the Underwriters may be required to make in respect of these liabilities. 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.
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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AMERICAN CAPITAL AGENCY CORP.
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Dated: October 5, 2010
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By:
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/s/ SAMUEL A. FLAX
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Samuel A. Flax
Executive
Vice President and Secretary
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