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): November 8, 2011 (November 7, 2011).
American Capital Agency Corp.
(Exact name of registrant as specified in its charter)
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DELAWARE |
001-34057 |
26-1701984 |
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(State or other jurisdiction |
(Commission |
(I.R.S. Employer |
2 Bethesda Metro Center, 14th Floor Bethesda, MD 20814
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (301) 968-9300
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 8.01 Other Events.
On November 7, 2011, Skadden, Arps, Slate, Meagher & Flom LLP delivered an opinion (the "Opinion") to American Capital Agency Corp. (the "Company") in connection with the Company's sale of an aggregate of 40,530,000 shares of common stock of the Company, par value $.01 per share, pursuant to the Underwriting Agreement, dated October 26, 2011, by and among Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, the Company and American Capital AGNC Management, LLC, a Delaware limited liability company and the manager of the Company. The Opinion is being filed herewith, and thereby automatically incorporated by reference into the Company's Registration Statement on Form S-3 (No. 333-170374), in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, dated November 7, 2011
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: November 8, 2011 |
By: |
/s/ SAMUEL A. FLAX
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Samuel A. Flax |
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