Terms

Series

6.875% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock

Liquidation Preference

$25.00

Coupon Rate

6.875%

Rate Type

Fixed To Floating

Annual Dividend

$1.72

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

Yes

Callable

Yes

First Call Date

April 15, 2024

First Call Price

$25.00

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness Of Agnc Investment Corp., Indebtedness And Liabilities Of Subsidiaries, Any Equity Securities Ranking Senior By Their Terms; Pari Passu With: 7.750% Series B Cumulative Redeemable Preferred Stock, 7.000% Series C Fixed-To-Floating Rate Cumulative Redeemable Preferred Stock; Senior To: Common Stock, All Other Equity Securities Without Specified Ranking

Regulatory (Basel III) Call

No

Tax Classification

Reit Passthrough

Qualifies for QDI

No

Qualifies for DRD

No

Depositary Share Fraction

0.001

Shares Offered

9,000,000

Prospectus Summary

AGNC Investment Corp., a mortgage REIT, is offering 9,000,000 depositary shares (Nasdaq: AGNCM), each representing a 1/1,000th interest in a share of its 6.875% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, with a $25.00 liquidation preference per depositary share. The fixed 6.875% annual rate ($1.71875/depositary share, paid quarterly on January 15, April 15, July 15, and October 15) converts to three-month LIBOR + 4.332% beginning April 15, 2024, when the stock also becomes callable at $25.00. The stock is cumulative, meaning unpaid dividends accrue and must be satisfied before any common stock dividends can be paid. The Series D Preferred Stock sits above common stock in the liquidation hierarchy but is effectively deeply subordinated — at December 31, 2018, AGNC had approximately $99.3 billion of indebtedness and liabilities (primarily repo borrowings) ranking senior to it, plus $500 million of parity preferred stock (Series B and C). As a holding company issuer, the preferred is also effectively junior to all obligations of AGNC's operating subsidiaries, which have no direct obligation to pass funds upstream. There is no bank regulatory capital call, but the stock may be redeemed prior to April 2024 if needed to preserve REIT tax qualification. At $25.00 par, the fixed-period yield is 6.875% (~$0.4297/quarter per depositary share). Because AGNC is a REIT, dividends are generally characterized as ordinary income distributions rather than qualified dividend income (QDI), meaning they likely do not benefit from the 15%/20% preferential tax rate for individual investors, nor the dividends-received deduction for corporate holders. Dividends accumulate from issuance (March 6, 2019); the first record date was April 1, 2019. If AGNC misses six or more quarterly dividend payments, preferred holders gain the right to elect two additional board directors — the primary enforcement mechanism available to investors.

Summarized from the SEC prospectus filing.

Distribution History

Floating Rate Terms

Conversion Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If AGNC fails to pay dividends on the Series D Preferred Stock for six or more quarterly periods (whether or not consecutive), preferred holders gain limited voting rights to elect two additional board directors; additionally, certain existing or future debt covenants may restrict AGNC from paying or setting aside dividends on the preferred stock.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 55 (Average)