ARMOUR Residential REIT, Inc. (NYSE:ARR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement
entered into an underwriting agreement with the Companys external
manager, ARMOUR Capital Management LP, a Delaware limited
partnership (the Manager), and Morgan Stanley Co. LLC, as the
representative of the several underwriters named in Schedule I to
the Underwriting Agreement (the Underwriters), to which the
Company agreed to issue and sell to the Underwriters 4,500,000
shares of the Companys common stock, par value $0.001 per share
(the Firm Shares) with a price to the public of $26.40 per share.
The Underwriting Agreement also granted the Underwriters an
option (the Option) to purchase an additional 675,000 shares (the
Option Shares, and together with the Firm Shares, the Shares)
during the 30-day period following the execution of the
Underwriting Agreement.
prospectus supplement and accompanying prospectus filed with the
Securities and Exchange Commission (the Commission), to the
Companys shelf registration statement on Form S-3ASR (File No.
333-203813) (the Registration Statement). The material terms of
the Shares are described in the Companys prospectus supplement,
dated June 26, 2017 and filed with the Commission on June 27,
2017, to Rule 424(b)(5) of the Securities Act, which relates to
the Common Stock Offering and supplements the Companys prospectus
contained in the Registration Statement, which was automatically
declared effective on May 1, 2015.
qualified in its entirety by reference to the Underwriting
Agreement, which is filed herewith as Exhibit 1.1 to this Current
Report on Form 8-K (this Current Report) and is incorporated
herein by reference.
Shares for total gross proceeds of approximately $118,800,000
before deduction of underwriting discounts and commissions and
offering expenses payable by the Company. The Company intends to
use the net proceeds of the offering to acquire additional target
assets as market conditions warrant and for general corporate
purposes.
601 of the Commissions Regulation S-K in lieu of filing the
otherwise required exhibits to the Registration Statement. This
Current Report is incorporated by reference into the Registration
Statement, and, as such, the Company is incorporating by
reference the exhibits to this Current Report to cause them to be
incorporated by reference into the Registration Statement as
exhibits thereto. By filing this Current Report and the exhibits
hereto, however, the Company does not believe that any of the
information set forth herein or in the exhibits hereto represent,
individually or in the aggregate, a fundamental change (as such
term is used in Item 512(a)(1)(ii) of the Commissions Regulation
S-K) in the information set forth in, and incorporated by
reference into, the Registration Statement.
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Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated June 26, 2017, by and
among ARMOUR Residential REIT, Inc., ARMOUR Capital Management LP and Morgan Stanley Co. LLC, as the representative of the several underwriters named therein |
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5.1
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Opinion of Holland Knight LLP, regarding the validity
of the shares of common stock |
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8.1
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Opinion of Sidley Austin LLP, regarding certain tax
matters |
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23.1
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Consent of Holland Knight LLP (included in Exhibit 5.1)
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23.2
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Consent of Sidley Austin LLP (included in Exhibit 8.1)
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Armour Residential REIT, Inc. ExhibitEX-1.1 2 arr63017ex11.htm EXHIBIT 1.1 Exhibit Exhibit 1.1ARMOUR Residential REIT,…To view the full exhibit click here About ARMOUR Residential REIT, Inc. (NYSE:ARR)
ARMOUR Residential REIT, Inc. (ARMOUR) is an externally managed real estate investment trust (REIT). The Company invests in residential mortgage backed securities issued or guaranteed by the United States Government-sponsored entity (GSE), such as the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac) or guaranteed by the Government National Mortgage Administration (Ginnie Mae) (collectively, Agency Securities). It also may invest in other securities backed by residential mortgages for which the payment of principal and interest is not guaranteed by a GSE or government agency (collectively, Non-Agency Securities). The Company’s securities portfolio consists primarily of Agency Securities backed by fixed rate home loans. The Company is externally managed by ARMOUR Capital Management LP.
