ARLINGTON ASSET INVESTMENT CORP. (NYSE:AI) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On May16, 2017, Arlington Asset Investment Corp. (the Company)
entered into an equity distribution agreement (the Equity
Distribution Agreement) with JonesTrading Institutional Services
LLC (the Sales Agent), to which the Company may offer and sell,
from time to time, up to 1,865,000 shares of the Companys 7.00%
Series B Cumulative Perpetual Redeemable Preferred Stock, $0.01
par value per share (the Shares).
to the Equity Distribution Agreement, the Shares may be offered
and sold through the Sales Agent in transactions that are deemed
to be at the market offerings as defined in Rule 415 under the
Securities Act of 1933, as amended, including sales made directly
on the New York Stock Exchange or sales made to or through a
market maker other than on an exchange or, subject to the terms
of a written notice from the Company, in privately negotiated
transactions. Under the Equity Distribution Agreement, the Sales
Agent will be entitled to compensation of up to 2.0% of the gross
proceeds from the sale of the Shares sold through the Sales
Agent. The Company has no obligation to sell any of the Shares
under the Equity Distribution Agreement and may at any time
suspend solicitations and offers under the Equity Distribution
Agreement.
The Shares will be issued to the Companys Registration Statement
on Form S-3 (File No.333-215384) (the Registration Statement).
The Company has filed a prospectus supplement, dated May16, 2017,
to the prospectus, dated February17, 2017, with the Securities
and Exchange Commission in connection with the offer and sale of
the Shares from time to time in the future.
The Sales Agent and its affiliates have provided, and may in the
future provide, investment banking, brokerage and other services
to the Company in the ordinary course of business, and the
Company paid, and expects to pay, customary fees and commission
for such services, respectively.
The foregoing description of the Equity Distribution Agreement is
not complete and is qualified in its entirety by reference to the
entire Equity Distribution Agreement, a copy of which is attached
hereto as Exhibit 1.1 and incorporated herein by reference.
| Item9.01. | Financial Statements and Exhibits. |
| (d) |
Exhibits. The following exhibits are being filed herewith: |
|
Exhibit No. |
Description |
|
| 1.1 |
Equity Distribution Agreement, dated May 16, 2017, by and between the Company and JonesTrading Institutional Services LLC. |
|
| 5.1 |
Opinion of Hunton Williams LLP regarding the legality of the Shares. |
|
| 23.1 | Consent of Hunton Williams LLP (included in Exhibit 5.1). |
2
About ARLINGTON ASSET INVESTMENT CORP. (NYSE:AI)
Arlington Asset Investment Corp. is a principal investment firm. The Company acquires and holds a levered portfolio of residential mortgage-backed securities (MBS), consisting of agency MBS and private-label MBS. The Company may invest in other types of residential mortgage assets, such as residential mortgage loans, mortgage servicing rights and government sponsored enterprise (GSE) credit risk transfer securities, as well as other types of assets, including commercial MBS, asset backed securities, other structured securities, commercial mortgage loans, commercial loans, and other real estate-related loans and securities. The Company’s Agency MBS include residential mortgage pass-through certificates for which the principal and interest payments are guaranteed by a United States Government agency or GSE, such as the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation. Its subsidiary is Rosslyn REIT Trust, which is a real estate investment trust. ARLINGTON ASSET INVESTMENT CORP. (NYSE:AI) Recent Trading Information
ARLINGTON ASSET INVESTMENT CORP. (NYSE:AI) closed its last trading session down -0.08 at 14.05 with 201,797 shares trading hands.