Terms

Series

7.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock

Liquidation Preference

$25.00

Coupon Rate

7%

Rate Type

Fixed To Floating

Annual Dividend

$1.75

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

Yes

Callable

Yes

First Call Date

October 15, 2022

First Call Price

$25.00

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness Of Agnc Investment Corp., All Indebtedness And Liabilities Of Subsidiaries, Any Equity Securities Expressly Ranking Senior; Pari Passu With: 8.000% Series A Cumulative Redeemable Preferred Stock, 7.750% Series B Cumulative Redeemable Preferred Stock; Senior To: Common Stock, All Equity Securities Not Ranking On Parity Or Senior

Regulatory (Basel III) Call

No

Tax Classification

Reit Passthrough

Qualifies for QDI

No

Qualifies for DRD

No

Depositary Share Fraction

0.001

Shares Offered

12,000,000

Prospectus Summary

AGNC Investment Corp., a REIT that invests primarily in Agency residential mortgage-backed securities, is offering 12,000,000 depositary shares (ticker: AGNCN), each representing a 1/1,000th interest in a share of its 7.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, with a $25.00 liquidation preference per depositary share. Dividends are fixed at 7.00% per annum ($1.75/depositary share annually, $0.4375 quarterly) through October 14, 2022, then convert to a floating rate of 3-month LIBOR plus 5.111%. The stock is cumulative, meaning unpaid dividends accrue and must be paid before any distributions can be made to common stockholders. The preferred is perpetual with no stated maturity; AGNC may redeem at $25.00 on or after October 15, 2022. The Series C Preferred ranks senior to AGNC's common stock and on parity with its Series A (8.000%) and Series B (7.750%) preferred stocks. It is effectively junior to all of AGNC's existing and future indebtedness — approximately $49.0 billion as of June 30, 2017, primarily repurchase agreement borrowings — and to all liabilities of AGNC's operating subsidiaries. As a holding company issuer, there is meaningful structural subordination: subsidiaries are separate legal entities with no obligation to upward-distribute funds to service preferred dividends. There is no regulatory (Tier 1) capital call, as AGNC is a REIT, not a bank. A special optional redemption right allows AGNC to call the preferred within 120 days of a Change of Control at $25.00 plus accrued dividends. At the $25.00 offering price, the initial fixed yield is 7.00%. Quarterly dividends are paid on January 15, April 15, July 15, and October 15, with the record date approximately 14 days prior (e.g., October 1 for the October 15 first payment). Because AGNC is a REIT, dividends are generally not eligible for the qualified dividend income (QDI) preferential 15%/20% tax rate or the corporate dividends-received deduction (DRD); they are typically taxed as ordinary income or REIT passthrough distributions. If AGNC fails to declare or pay dividends for six or more quarterly periods, holders gain the limited protective right to elect two additional directors, but dividend payments could also be restricted by future debt covenants.

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 C Preferred Stock for six or more quarterly periods, preferred holders gain the right to elect two additional board directors; additionally, certain debt covenants may restrict or block dividend payments on the Series C Preferred Stock.

Div Score Breakdown

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