Deal Timeline

Plotted by close date where disclosed, otherwise announcement. Select any marker to jump to the deal entry.

The Acquisition Playbook.

Three patterns run through AGNC Investment's acquisitions — what it looks for, how it pays, and how it folds in what it buys.

01
Acquisition criteria
Growth through the capital markets, not acquisitions.
AGNC is an agency mortgage REIT that scales its balance sheet by issuing common and preferred equity and debt and buying Agency mortgage-backed securities in the market. Those securities purchases are portfolio investments, not corporate acquisitions, so AGNC's growth story is one of capital raising and portfolio construction rather than a program of buying companies.
American Capital Mortgage Management
02
Capital deployment
One transformative deal: internalizing its own manager.
AGNC's single corporate acquisition was the 2016 purchase of American Capital Mortgage Management, LLC, its external manager, for $562 million in cash. The deal turned AGNC into an internally managed REIT, eliminated a management fee of roughly $108 million a year, and was expected to deliver a net cash economic benefit of about $80 million annually while retaining the existing investment team.
American Capital Mortgage Management
03
Integration approach
Discipline over roll-ups.
AGNC has not pursued operating-company M&A or portfolio-company roll-ups. Even its relationship with the sister REIT MTGE Investment Corp. was one of external management and a small (5.7%) investment stake, not an acquisition; MTGE was ultimately acquired by another party. AGNC's playbook keeps corporate transactions rare and strategic.
American Capital Mortgage Management

The Full Deal Book

1 acquisitions — each with the deal value, financing structure, target revenue, and executive commentary where disclosed.

01 American Capital Mortgage Management, LLC · Bethesda, Maryland, USA $562M
Announced May 2016 Closed Jul 2016 All cash
External investment managementagency and non-agency MBS investmentportfolio operationsaccountingtreasury

AGNC (then American Capital Agency Corp.) acquired American Capital Mortgage Management, LLC (ACMM), its own external investment manager, from American Capital Asset Management, LLC, a portfolio company of American Capital, Ltd. (ACAS). ACMM was the parent of both American Capital AGNC Management, LLC (AGNC's manager) and American Capital MTGE Management, LLC (manager of the sister REIT MTGE Investment Corp.). The deal converted AGNC into an internally managed residential mortgage REIT and eliminated the external management fee, which totaled $27 million in Q1 2016 (about $108 million annualized). The transaction arose out of ACAS's strategic review, which culminated in a separate agreement for Ares Capital Corporation to acquire ACAS.

Why it was attractive
  • Internalizing the manager eliminated a large recurring external management fee and gave AGNC direct control of its investment platform
  • expected to leave it with one of the lowest run-rate operating cost structures as a percentage of shareholders' equity among residential mortgage REITs
We are very excited to be acquiring the investment management function of AGNC and MTGE. This transaction enhances AGNC's overall value proposition for shareholders through the substantial cost savings that will be realized over time from the elimination of the management fee, net of incremental operating costs.Gary Kain — Chief Executive Officer and President, AGNC Investment Corp.
In the end, the ACAS strategic review process provided us the opportunity to take this transformative step to internalize the Company's management function. Importantly, the transaction preserves the continuity of our investment team ... while significantly reducing AGNC's operating cost structure.Prue Larocca — Chair of the Board, AGNC Investment Corp.

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